exv4w3






Exhibit 4.3




EXECUTION COPY




TRUST SUPPLEMENT NO. 2009-1B




Dated as of November 24, 2009




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 2009-1B

Delta Air Lines Pass Through Certificates,

Series 2009-1B




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	2	 
	Section 1.01
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II DECLARATION OF TRUST	 	 	9	 
	Section 2.01
	 	Declaration of Trust	 	 	9	 
	Section 2.02
	 	Permitted Activities	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE III THE CERTIFICATES	 	 	10	 
	Section 3.01
	 	The Certificates	 	 	10	 
	Section 3.02
	 	Terms and Conditions	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES	 	 	12	 
	Section 4.01
	 	Issuance of Class B Certificates	 	 	12	 
	Section 4.02
	 	Legends	 	 	12	 
	Section 4.03
	 	Book-Entry Provisions for Global Certificates	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS	 	 	14	 
	Section 5.01
	 	Statements to Certificateholders	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE VI DEFAULT	 	 	16	 
	Section 6.01
	 	Purchase Rights of Certificateholders	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE VII THE TRUSTEE	 	 	19	 
	Section 7.01
	 	Delivery of Documents; Delivery Dates	 	 	19	 
	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 MISCELLANEOUS PROVISIONS	 	 	24	 
	Section 9.01
	 	Final Termination Date	 	 	24	 
	Section 9.02
	 	Basic Agreement Ratified	 	 	24	 
	Section 9.03
	 	Governing Law	 	 	24	 
	Section 9.04
	 	Counterparts	 	 	24	 
	Section 9.05
	 	Intention of Parties	 	 	24	 






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







ii











 





TRUST SUPPLEMENT NO. 2009-1B




          This TRUST SUPPLEMENT NO. 2009-1B, dated as of November 24, 2009 (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”).




WITNESSETH:




          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 27 aircraft described in Schedule II (the “Aircraft”) and
Delta wishes to finance the Aircraft pursuant to the NPA;




          WHEREAS, pursuant to each Indenture, Delta will issue on a recourse basis two series of
Equipment Notes secured by the related 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;




          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 the 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 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 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, the Trustee on behalf of the Class B
Trust shall from time to time purchase the Series B Equipment Notes issued by the Company pursuant
to the 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;




          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.




     Additional Certificates: Has the meaning specified in the Intercreditor
Agreement.




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



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     Additional Trust: Has the meaning specified in the Intercreditor 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.




     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 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.



3









 






     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.




     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 November 24, 2009 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.



4









 






     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 November 24, 2009 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.




     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.




     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.




     Indenture: Has the meaning specified in the Intercreditor Agreement.




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



5









 






     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.




     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) and the Equipment Notes.




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




     NPA: Means the Note Purchase Agreement dated as of November 24, 2009 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 by the Trustee on behalf of the Class B Trust, as the same may be 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, (ii) the Basic
Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement) relating
to any Additional Trust and (iii) 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, any Additional Trust, or any
Refinancing Trust or Trusts, in each case created by the applicable Other Agreement.




     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.



6









 






     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 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.




     Premium: Has the meaning specified in the Intercreditor Agreement.




     Prospectus: Means the final prospectus dated November 18, 2009, relating to
the offering of the Certificates.




     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 the Intercreditor Agreement.



7









 






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




     Replacement Depositary: Has the meaning specified in the NPA.




     Replacement Depositary Agreement: 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.




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




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




     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(c) of this Trust Supplement) and this Trust
Supplement.




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




     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



8









 






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 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 Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated.




     Underwriting Agreement: Means the Underwriting Agreement, dated November 18,
2009, 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 2009-1B” (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, the NPA and the Participation Agreements 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 9.05 of this Trust Supplement.




9









 








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 2009-1B” (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, 3.04, 3.05 and 3.06 of the Basic Agreement and Section 4.03 of this Trust
Supplement) is $119,944,000.




          (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 June 17 and December 17 of each year,
commencing on June 17, 2010, 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 the Series B Equipment Notes to be held by
the Class B Trust is scheduled for payment on June 17 and December 17 in certain years, commencing
on June 17, 2010 and ending on December 17, 2016 as set out in Schedules I-A and I-B.




          (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.




          (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.




10









 








          (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 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) The proceeds of the offering of Class B Certificates issued by the Class B Trust and
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 Schedule II that relate to the Aircraft described in Schedule II and
to the Note Documents described in Schedule III.




          (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 the date hereof, among U.S. Bank Trust National Association, as Trustee
under each Trust, Natixis S.A., acting via its New York Branch, as each Liquidity Provider, and
U.S. Bank Trust National Association, as Subordination Agent thereunder (as may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, the
“Intercreditor Agreement”). Potential purchasers of the Class B Certificates under Article VI
hereof 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 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 (2009-1B), 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.




11









 








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 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



12









 







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
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 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]




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          (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.




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);



14









 






     (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 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 41 and 42 of the
Prospectus, 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



15









 






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) If the aggregate principal payments scheduled for a Regular Distribution Date prior to the
Delivery Period Termination Date differ from the amount thereof set forth for the Class B
Certificates on pages 41 and 42 of the Prospectus, by no later than the 15th day prior to such
Regular Distribution Date, the Trustee shall mail written notice of the actual amount of such
scheduled payments to the Class B Certificateholders of record as of a date within 15 Business Days
prior to the date of mailing.




          (e) 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, so long as no Additional Certificateholder has elected to exercise its rights to purchase
Certificates pursuant to, and given notice of such election in accordance with, this Section 6.01
(upon such election and notification thereof, the right specified in this Section 6.01(a) shall be
suspended and (x) upon consummation of the purchase pursuant to such election, be terminated with
respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the
proposed purchase date, such right shall be revived), 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 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




16









 







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:





     (i) if any Additional Certificates are issued by an Additional Trust, each Additional
Certificateholder (other than the Company or any of its Affiliates) shall have the right
(which shall not expire upon any purchase of the Class A Certificates pursuant to Section
6.01(a)) to purchase all, but not less than all, of the Class A Certificates and the Class B
Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A
Trustee and each other Additional 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 period any other Additional Certificateholder(s) (other than the Company or any
of its Affiliates) notifies such purchasing Additional Certificateholder that such other
Additional Certificateholder(s) want(s) to participate in such purchase, then such other
Additional Certificateholder(s) (other than the Company or any of its Affiliates) may join
with the purchasing Additional Certificateholder to purchase all, but not less than all, of
the Class A Certificates and the Class B Certificates pro rata based on the Fractional
Undivided Interest in the Additional Trust held by each such Additional Certificateholder
and (B) upon consummation of such purchase no Additional Certificateholder shall have a
right to purchase the Class A Certificates and the Class B Certificates pursuant to this
Section 6.01(b)(i) during the continuance of such Certificate Buy-Out Event; and




     (ii) if any Refinancing Certificates are issued, each Refinancing Certificateholder
shall have the same right (subject to the same terms and conditions) to purchase
Certificates pursuant to this Section 6.01 (and to receive notice in connection therewith)
as the Certificateholders of the Class that such Refinancing Certificates refinanced.



          The purchase price with respect to the Class B Certificates shall be equal to the Pool Balance
of the Class B Certificates, together with accrued and unpaid interest in respect thereof to the
date of such purchase, and any other amounts then due and payable to the Class B Certificateholders
under this Agreement, the Intercreditor Agreement, the Escrow Agreement, any Series B Equipment
Note held as the property of the Class B Trust or the related Indenture and Participation Agreement
or on or in respect of the Class B Certificates but without any Premium, provided,
however, that if such purchase occurs after (x) a record date specified in Section 2.03 of
the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid
interest on Deposits and prior to or on the related distribution date under the Escrow Agreement,
such purchase price shall be reduced by the aggregate amount of unused Deposits and/or interest to
be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to,
and may be retained by, the Class B Certificateholders as of such record date) or (y) the Record
Date relating to any Distribution Date, such purchase price shall be reduced by the amount to be
distributed hereunder on such related Distribution Date (which




17









 







deducted amounts shall remain distributable to, and may be retained by, the Class B
Certificateholders as of such Record Date); provided further that no such purchase
of Class B Certificates pursuant to this Section 6.01(b) shall be effective unless the purchaser(s)
shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is
purchasing, pursuant to the terms of this Agreement, the Class A Trust Agreement, the Additional
Trust Agreement (if any) or the applicable Refinancing Trust Agreement (as the case may be), and
the Intercreditor Agreement, all of the Class A Certificates, the Class B Certificates and, if
applicable, the Refinancing Certificates that are senior to the securities held by such
purchaser(s). Each payment of the purchase price of the Class B Certificates referred to in the
first sentence of this paragraph shall be made to an account or accounts designated by the Trustee
and each such purchase shall be subject to the terms of this Section 6.01(b). Each Class B
Certificateholder agrees by its acceptance of its Class B Certificate that it will, upon payment
from such Additional Certificateholder(s) or Refinancing Certificateholder(s), as the case may be,
of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign,
transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of
any kind except as to its own acts) all of the right, title, interest and obligation of such Class
B Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the Class B Liquidity Facility, the NPA, the Note Documents and all Class
B Certificates and Escrow Receipts held by such Class B Certificateholder (excluding all right,
title and interest under any of the foregoing to the extent such right, title or interest is with
respect to an obligation not then due and payable as respects any action or inaction or state of
affairs occurring prior to such sale) and the purchaser(s) shall assume all of such Class B
Certificateholder’s obligations under this Agreement, the Escrow Agreement, the Deposit Agreement,
the Intercreditor Agreement, the Class B Liquidity Facility, the NPA, the Note Documents and all
such Class B Certificates and Escrow Receipts. The Class B Certificates will be deemed to be
purchased on the date payment of the purchase price is made notwithstanding the failure of any
Class B Certificateholder to deliver any Class B Certificate and, upon such a purchase, (i) the
Class B Certificateholders shall have no further rights with respect to the Class B Certificates
and (ii) if the purchaser(s) shall so request, each such Class B Certificateholder will comply with
all the provisions of Section 3.04 of the Basic Agreement and the applicable provisions of this
Trust Supplement to enable new Class B Certificates to be issued to the purchaser(s) in such
denominations otherwise authorized under this Agreement as it shall request. All charges and
expenses in connection with the issuance of any such new Class B Certificates shall be borne by the
purchaser(s) thereof.




          (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 and Additional Certificateholder or,
as the case may be, 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




18









 







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 Intercreditor Agreement,
the Escrow Agreement and the NPA 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. 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 which may be purchased from time to time by the Trustee pursuant to the
NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement or Section
4.03 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) 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. 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




19









 







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) 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.”




          (d) 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.”




          (e) 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),




20









 







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.




          (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




21









 








          (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.




          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”, (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 an Additional





22











 




Trust, the issuance of Additional Certificates, the purchase by an Additional Trust of applicable
Additional Equipment Notes and other matters incidental thereto or 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(d) of the Intercreditor Agreement, and (iii) 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 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.




23









 








ARTICLE IX




MISCELLANEOUS PROVISIONS




          Section 9.01 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.




          Section 9.02 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 9.03 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 9.04 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 9.05 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).





24









 








          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/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A to

TRUST SUPPLEMENT NO. 2009-1B




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.





 




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




 









 










[GLOBAL CERTIFICATE]1




DELTA AIR LINES PASS THROUGH TRUST 2009-1B




DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2009-1B




Final Expected Regular Distribution Date: December 17, 2016



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 Interest
representing                 % of
the Trust per $1,000 face
amount
	 	CUSIP No. 24736U AA2






          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 2009-1B (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. 2009-1B thereto dated as of November 24, 2009 (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 2009-1B” (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.




 









 










          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 June 17 and December 17
(each, a “Regular Distribution Date”), commencing on June 17, 2010, 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 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.




 









 








          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.




 









 








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




	 	 	 	 	 
	 	DELTA AIR LINES PASS THROUGH TRUST
2009-1B

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



Dated:




 









 








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 	 
	 	 	 	 



 









 






	 	 	 	 	 



[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.




	 	 	 
	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.





 











 





EXHIBIT B to

TRUST SUPPLEMENT NO. 2009-1B




DTC LETTER OF REPRESENTATIONS






 









 








SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N306DQ




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	455,079.66	 
	December 17, 2010
	 	 	442,622.75	 
	June 17, 2011
	 	 	986,387.80	 
	December 17, 2011
	 	 	1,138,601.95	 
	June 17, 2012
	 	 	27,038.05	 
	December 17, 2012
	 	 	27,038.04	 
	June 17, 2013
	 	 	27,038.04	 
	December 17, 2013
	 	 	27,038.04	 
	June 17, 2014
	 	 	27,038.04	 
	December 17, 2014
	 	 	27,038.04	 
	June 17, 2015
	 	 	27,038.04	 
	December 17, 2015
	 	 	27,038.04	 
	June 17, 2016
	 	 	27,038.05	 
	December 17, 2016
	 	 	1,396,965.46	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N307DQ




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	455,068.87	 
	December 17, 2010
	 	 	442,729.07	 
	June 17, 2011
	 	 	986,624.74	 
	December 17, 2011
	 	 	1,138,875.46	 
	June 17, 2012
	 	 	27,044.54	 
	December 17, 2012
	 	 	27,044.54	 
	June 17, 2013
	 	 	27,044.53	 
	December 17, 2013
	 	 	27,044.54	 
	June 17, 2014
	 	 	27,044.53	 
	December 17, 2014
	 	 	27,044.54	 
	June 17, 2015
	 	 	27,044.54	 
	December 17, 2015
	 	 	27,044.53	 
	June 17, 2016
	 	 	27,044.54	 
	December 17, 2016
	 	 	1,397,301.03	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N376DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	502,244.40	 
	December 17, 2011
	 	 	91,183.86	 
	June 17, 2012
	 	 	89,055.05	 
	December 17, 2012
	 	 	86,926.24	 
	June 17, 2013
	 	 	84,797.44	 
	December 17, 2013
	 	 	82,668.63	 
	June 17, 2014
	 	 	94,377.07	 
	December 17, 2014
	 	 	91,538.65	 
	June 17, 2015
	 	 	106,085.50	 
	December 17, 2015
	 	 	101,827.89	 
	June 17, 2016
	 	 	97,570.27	 
	December 17, 2016
	 	 	1,069,725.00	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N378DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	517,508.61	 
	December 17, 2011
	 	 	93,053.43	 
	June 17, 2012
	 	 	90,906.05	 
	December 17, 2012
	 	 	88,758.65	 
	June 17, 2013
	 	 	86,611.27	 
	December 17, 2013
	 	 	84,463.89	 
	June 17, 2014
	 	 	82,316.49	 
	December 17, 2014
	 	 	93,769.23	 
	June 17, 2015
	 	 	109,158.83	 
	December 17, 2015
	 	 	104,864.06	 
	June 17, 2016
	 	 	100,569.29	 
	December 17, 2016
	 	 	1,127,020.20	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N380DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	517,184.93	 
	December 17, 2011
	 	 	92,209.05	 
	June 17, 2012
	 	 	90,105.42	 
	December 17, 2012
	 	 	88,001.80	 
	June 17, 2013
	 	 	85,898.17	 
	December 17, 2013
	 	 	83,794.53	 
	June 17, 2014
	 	 	81,690.91	 
	December 17, 2014
	 	 	79,587.29	 
	June 17, 2015
	 	 	109,038.08	 
	December 17, 2015
	 	 	104,830.82	 
	June 17, 2016
	 	 	100,623.57	 
	December 17, 2016
	 	 	1,151,035.43	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N382DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	541,342.14	 
	December 17, 2011
	 	 	96,395.76	 
	June 17, 2012
	 	 	94,196.62	 
	December 17, 2012
	 	 	91,997.48	 
	June 17, 2013
	 	 	89,798.33	 
	December 17, 2013
	 	 	87,599.19	 
	June 17, 2014
	 	 	85,400.05	 
	December 17, 2014
	 	 	83,200.91	 
	June 17, 2015
	 	 	113,988.90	 
	December 17, 2015
	 	 	109,590.62	 
	June 17, 2016
	 	 	105,192.33	 
	December 17, 2016
	 	 	1,203,297.67	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N384DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	542,678.64	 
	December 17, 2011
	 	 	96,737.66	 
	June 17, 2012
	 	 	94,530.72	 
	December 17, 2012
	 	 	92,323.78	 
	June 17, 2013
	 	 	90,116.83	 
	December 17, 2013
	 	 	87,909.89	 
	June 17, 2014
	 	 	85,702.95	 
	December 17, 2014
	 	 	83,496.01	 
	June 17, 2015
	 	 	114,393.20	 
	December 17, 2015
	 	 	109,979.32	 
	June 17, 2016
	 	 	105,565.43	 
	December 17, 2016
	 	 	1,207,565.57	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N386DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	543,899.57	 
	December 17, 2011
	 	 	96,861.65	 
	June 17, 2012
	 	 	94,651.88	 
	December 17, 2012
	 	 	92,442.10	 
	June 17, 2013
	 	 	90,232.33	 
	December 17, 2013
	 	 	88,022.57	 
	June 17, 2014
	 	 	85,812.79	 
	December 17, 2014
	 	 	83,603.01	 
	June 17, 2015
	 	 	114,539.82	 
	December 17, 2015
	 	 	110,120.28	 
	June 17, 2016
	 	 	105,700.73	 
	December 17, 2016
	 	 	1,209,113.27	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N388DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	540,728.21	 
	December 17, 2011
	 	 	96,289.31	 
	June 17, 2012
	 	 	94,092.60	 
	December 17, 2012
	 	 	91,895.88	 
	June 17, 2013
	 	 	89,699.17	 
	December 17, 2013
	 	 	87,502.45	 
	June 17, 2014
	 	 	85,305.74	 
	December 17, 2014
	 	 	83,109.02	 
	June 17, 2015
	 	 	113,863.02	 
	December 17, 2015
	 	 	109,469.60	 
	June 17, 2016
	 	 	105,076.17	 
	December 17, 2016
	 	 	1,201,968.83	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N390DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	561,852.17	 
	December 17, 2011
	 	 	99,216.14	 
	June 17, 2012
	 	 	96,978.18	 
	December 17, 2012
	 	 	94,740.22	 
	June 17, 2013
	 	 	92,502.27	 
	December 17, 2013
	 	 	90,264.31	 
	June 17, 2014
	 	 	88,026.35	 
	December 17, 2014
	 	 	85,788.39	 
	June 17, 2015
	 	 	104,065.05	 
	December 17, 2015
	 	 	113,762.86	 
	June 17, 2016
	 	 	109,286.96	 
	December 17, 2016
	 	 	1,274,517.10	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N392DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	549,084.06	 
	December 17, 2011
	 	 	96,912.04	 
	June 17, 2012
	 	 	94,726.06	 
	December 17, 2012
	 	 	92,540.08	 
	June 17, 2013
	 	 	90,354.09	 
	December 17, 2013
	 	 	88,168.10	 
	June 17, 2014
	 	 	85,982.12	 
	December 17, 2014
	 	 	83,796.13	 
	June 17, 2015
	 	 	101,648.35	 
	December 17, 2015
	 	 	111,120.95	 
	June 17, 2016
	 	 	106,748.99	 
	December 17, 2016
	 	 	1,244,919.03	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N394DA




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	569,876.92	 
	December 17, 2011
	 	 	100,670.77	 
	June 17, 2012
	 	 	98,400.00	 
	December 17, 2012
	 	 	96,129.23	 
	June 17, 2013
	 	 	93,858.46	 
	December 17, 2013
	 	 	91,587.70	 
	June 17, 2014
	 	 	89,316.92	 
	December 17, 2014
	 	 	87,046.15	 
	June 17, 2015
	 	 	105,590.77	 
	December 17, 2015
	 	 	115,430.77	 
	June 17, 2016
	 	 	110,889.23	 
	December 17, 2016
	 	 	1,293,203.08	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N696DL




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	424,667.91	 
	December 17, 2011
	 	 	77,092.33	 
	June 17, 2012
	 	 	75,292.51	 
	December 17, 2012
	 	 	73,492.68	 
	June 17, 2013
	 	 	71,692.87	 
	December 17, 2013
	 	 	69,893.04	 
	June 17, 2014
	 	 	79,792.06	 
	December 17, 2014
	 	 	77,392.30	 
	June 17, 2015
	 	 	89,691.08	 
	December 17, 2015
	 	 	86,091.43	 
	June 17, 2016
	 	 	82,491.79	 
	December 17, 2016
	 	 	904,410.00	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N698DL




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	435,945.69	 
	December 17, 2011
	 	 	78,273.29	 
	June 17, 2012
	 	 	76,466.98	 
	December 17, 2012
	 	 	74,660.67	 
	June 17, 2013
	 	 	72,854.36	 
	December 17, 2013
	 	 	71,048.06	 
	June 17, 2014
	 	 	69,241.75	 
	December 17, 2014
	 	 	78,875.39	 
	June 17, 2015
	 	 	91,820.58	 
	December 17, 2015
	 	 	88,207.97	 
	June 17, 2016
	 	 	84,595.36	 
	December 17, 2016
	 	 	948,009.90	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6700




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	442,058.14	 
	December 17, 2011
	 	 	78,652.03	 
	June 17, 2012
	 	 	76,857.69	 
	December 17, 2012
	 	 	75,063.34	 
	June 17, 2013
	 	 	73,269.00	 
	December 17, 2013
	 	 	71,474.66	 
	June 17, 2014
	 	 	69,680.31	 
	December 17, 2014
	 	 	67,885.97	 
	June 17, 2015
	 	 	93,006.77	 
	December 17, 2015
	 	 	89,418.09	 
	June 17, 2016
	 	 	85,829.40	 
	December 17, 2016
	 	 	981,804.60	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6702




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	439,321.71	 
	December 17, 2011
	 	 	78,238.75	 
	June 17, 2012
	 	 	76,453.83	 
	December 17, 2012
	 	 	74,668.91	 
	June 17, 2013
	 	 	72,884.00	 
	December 17, 2013
	 	 	71,099.09	 
	June 17, 2014
	 	 	69,314.17	 
	December 17, 2014
	 	 	67,529.25	 
	June 17, 2015
	 	 	92,518.06	 
	December 17, 2015
	 	 	88,948.23	 
	June 17, 2016
	 	 	85,378.40	 
	December 17, 2016
	 	 	976,645.60	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6704Z




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	448,421.40	 
	December 17, 2011
	 	 	79,163.83	 
	June 17, 2012
	 	 	77,378.18	 
	December 17, 2012
	 	 	75,592.53	 
	June 17, 2013
	 	 	73,806.89	 
	December 17, 2013
	 	 	72,021.23	 
	June 17, 2014
	 	 	70,235.58	 
	December 17, 2014
	 	 	68,449.93	 
	June 17, 2015
	 	 	83,032.74	 
	December 17, 2015
	 	 	90,770.56	 
	June 17, 2016
	 	 	87,199.26	 
	December 17, 2016
	 	 	1,016,927.87	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6706Q




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	448,240.70	 
	December 17, 2011
	 	 	79,215.92	 
	June 17, 2012
	 	 	77,429.09	 
	December 17, 2012
	 	 	75,642.26	 
	June 17, 2013
	 	 	73,855.44	 
	December 17, 2013
	 	 	72,068.62	 
	June 17, 2014
	 	 	70,281.79	 
	December 17, 2014
	 	 	68,494.96	 
	June 17, 2015
	 	 	83,087.37	 
	December 17, 2015
	 	 	90,830.28	 
	June 17, 2016
	 	 	87,256.63	 
	December 17, 2016
	 	 	1,017,596.94	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6708D




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	454,638.74	 
	December 17, 2011
	 	 	80,212.95	 
	June 17, 2012
	 	 	78,403.64	 
	December 17, 2012
	 	 	76,594.32	 
	June 17, 2013
	 	 	74,785.01	 
	December 17, 2013
	 	 	72,975.69	 
	June 17, 2014
	 	 	71,166.38	 
	December 17, 2014
	 	 	69,357.06	 
	June 17, 2015
	 	 	84,133.13	 
	December 17, 2015
	 	 	91,973.50	 
	June 17, 2016
	 	 	88,354.87	 
	December 17, 2016
	 	 	1,030,404.71	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6710E




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	459,856.08	 
	December 17, 2011
	 	 	81,262.07	 
	June 17, 2012
	 	 	79,429.09	 
	December 17, 2012
	 	 	77,596.12	 
	June 17, 2013
	 	 	75,763.13	 
	December 17, 2013
	 	 	73,930.15	 
	June 17, 2014
	 	 	72,097.18	 
	December 17, 2014
	 	 	70,264.19	 
	June 17, 2015
	 	 	85,233.53	 
	December 17, 2015
	 	 	93,176.43	 
	June 17, 2016
	 	 	89,510.48	 
	December 17, 2016
	 	 	1,043,881.55	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N6712B




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	463,832.19	 
	December 17, 2011
	 	 	81,252.74	 
	June 17, 2012
	 	 	79,440.41	 
	December 17, 2012
	 	 	77,628.08	 
	June 17, 2013
	 	 	75,815.76	 
	December 17, 2013
	 	 	74,003.42	 
	June 17, 2014
	 	 	72,191.10	 
	December 17, 2014
	 	 	70,378.77	 
	June 17, 2015
	 	 	85,632.53	 
	December 17, 2015
	 	 	82,914.04	 
	June 17, 2016
	 	 	90,314.38	 
	December 17, 2016
	 	 	1,072,596.58	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N1602




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	767,906.72	 
	December 17, 2011
	 	 	139,355.37	 
	June 17, 2012
	 	 	136,101.94	 
	December 17, 2012
	 	 	132,848.51	 
	June 17, 2013
	 	 	129,595.07	 
	December 17, 2013
	 	 	126,341.64	 
	June 17, 2014
	 	 	144,235.52	 
	December 17, 2014
	 	 	139,897.61	 
	June 17, 2015
	 	 	162,129.40	 
	December 17, 2015
	 	 	155,622.54	 
	June 17, 2016
	 	 	149,115.67	 
	December 17, 2016
	 	 	1,634,850.00	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N1604R




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	782,713.87	 
	December 17, 2011
	 	 	140,665.69	 
	June 17, 2012
	 	 	137,419.56	 
	December 17, 2012
	 	 	134,173.43	 
	June 17, 2013
	 	 	130,927.30	 
	December 17, 2013
	 	 	127,681.17	 
	June 17, 2014
	 	 	124,435.04	 
	December 17, 2014
	 	 	141,747.74	 
	June 17, 2015
	 	 	165,011.68	 
	December 17, 2015
	 	 	158,519.42	 
	June 17, 2016
	 	 	152,027.15	 
	December 17, 2016
	 	 	1,703,677.96	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N16065




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2011
	 	$	793,306.57	 
	December 17, 2011
	 	 	142,715.33	 
	June 17, 2012
	 	 	139,421.90	 
	December 17, 2012
	 	 	136,128.47	 
	June 17, 2013
	 	 	132,835.04	 
	December 17, 2013
	 	 	129,541.61	 
	June 17, 2014
	 	 	126,248.18	 
	December 17, 2014
	 	 	143,813.14	 
	June 17, 2015
	 	 	167,416.06	 
	December 17, 2015
	 	 	160,829.20	 
	June 17, 2016
	 	 	154,242.34	 
	December 17, 2016
	 	 	1,728,502.19	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N705DN




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	1,686,021.73	 
	December 17, 2010
	 	 	1,641,999.59	 
	June 17, 2011
	 	 	3,665,177.66	 
	December 17, 2011
	 	 	4,233,280.21	 
	June 17, 2012
	 	 	98,959.79	 
	December 17, 2012
	 	 	98,959.80	 
	June 17, 2013
	 	 	98,959.80	 
	December 17, 2013
	 	 	98,959.80	 
	June 17, 2014
	 	 	98,959.79	 
	December 17, 2014
	 	 	98,959.80	 
	June 17, 2015
	 	 	98,959.80	 
	December 17, 2015
	 	 	98,959.79	 
	June 17, 2016
	 	 	98,959.80	 
	December 17, 2016
	 	 	5,211,882.64	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N706DN




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	1,686,346.70	 
	December 17, 2010
	 	 	1,641,965.48	 
	June 17, 2011
	 	 	3,665,101.53	 
	December 17, 2011
	 	 	4,233,192.25	 
	June 17, 2012
	 	 	98,957.75	 
	December 17, 2012
	 	 	98,957.74	 
	June 17, 2013
	 	 	98,957.74	 
	December 17, 2013
	 	 	98,957.74	 
	June 17, 2014
	 	 	98,957.74	 
	December 17, 2014
	 	 	98,957.74	 
	June 17, 2015
	 	 	98,957.74	 
	December 17, 2015
	 	 	98,957.74	 
	June 17, 2016
	 	 	98,957.74	 
	December 17, 2016
	 	 	5,211,774.37	 






 









 






SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTE

PRINCIPAL PAYMENTS




N707DN




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	1,686,062.84	 
	December 17, 2010
	 	 	1,641,260.51	 
	June 17, 2011
	 	 	3,663,527.92	 
	December 17, 2011
	 	 	4,231,374.75	 
	June 17, 2012
	 	 	98,915.25	 
	December 17, 2012
	 	 	98,915.25	 
	June 17, 2013
	 	 	98,915.26	 
	December 17, 2013
	 	 	98,915.25	 
	June 17, 2014
	 	 	98,915.25	 
	December 17, 2014
	 	 	98,915.26	 
	June 17, 2015
	 	 	98,915.25	 
	December 17, 2015
	 	 	98,915.26	 
	June 17, 2016
	 	 	98,915.25	 
	December 17, 2016
	 	 	5,209,536.70	 







 









 





SCHEDULE
I-B to
TRUST SUPPLEMENT NO. 2009-1B


AGGREGATE SERIES B EQUIPMENT NOTE PRINCIPAL PAYMENTS




	 	 	 	 	 
	 	 	Scheduled Principal
	Payment Date	 	Payments
	June 17, 2010
	 	$	5,968,579.80	 
	December 17, 2010
	 	 	5,810,577.40	 
	June 17, 2011
	 	 	24,714,129.01	 
	December 17, 2011
	 	 	17,070,954.60	 
	June 17, 2012
	 	 	2,398,652.78	 
	December 17, 2012
	 	 	2,350,760.15	 
	June 17, 2013
	 	 	2,302,867.60	 
	December 17, 2013
	 	 	2,254,975.01	 
	June 17, 2014
	 	 	2,253,765.79	 
	December 17, 2014
	 	 	2,269,936.48	 
	June 17, 2015
	 	 	2,725,999.82	 
	December 17, 2015
	 	 	2,719,214.21	 
	June 17, 2016
	 	 	2,634,454.08	 
	December 17, 2016
	 	 	44,469,133.28	 







 









 








SCHEDULE II to

TRUST SUPPLEMENT NO. 2009-1B




SERIES B EQUIPMENT NOTES,

PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT




	 	 	 	 	 	 	 	 	 
	Principal Amount of	 	 	 	 	 	Aircraft
	Series B Equipment	 	 	 	 	 	Registration
	Notes	 	Maturity	 	Aircraft	 	Number
	$	4,663,000.00	 	 	December 17, 2016
	 	Boeing 737-732	 	N306DQ
	 	4,664,000.00	 	 	December 17, 2016
	 	Boeing 737-732	 	N307DQ
	 	2,498,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N376DA
	 	2,579,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N378DA
	 	2,584,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N380DA
	 	2,702,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N382DA
	 	2,711,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N384DA
	 	2,715,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N386DA
	 	2,699,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N388DA
	 	2,811,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N390DA
	 	2,746,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N392DA
	 	2,852,000.00	 	 	December 17, 2016
	 	Boeing 737-832	 	N394DA
	 	2,112,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N696DL
	 	2,170,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N698DL
	 	2,205,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6700
	 	2,193,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6702
	 	2,243,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6704Z
	 	2,244,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6706Q
	 	2,273,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6708D
	 	2,302,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6710E
	 	2,326,000.00	 	 	December 17, 2016
	 	Boeing 757-232	 	N6712B
	 	3,818,000.00	 	 	December 17, 2016
	 	Boeing 767-332ER	 	N1602
	 	3,899,000.00	 	 	December 17, 2016
	 	Boeing 767-332ER	 	N1604R
	 	3,955,000.00	 	 	December 17, 2016
	 	Boeing 767-332ER	 	N16065
	 	17,329,000.00	 	 	December 17, 2016
	 	Boeing 777-232LR	 	N705DN
	 	17,329,000.00	 	 	December 17, 2016
	 	Boeing 777-232LR	 	N706DN
	 	17,322,000.00	 	 	December 17, 2016
	 	Boeing 777-232LR	 	N707DN






 









 






SCHEDULE III to

TRUST SUPPLEMENT NO. 2009-1B




NOTE DOCUMENTS




Participation Agreement

Indenture and Security Agreement

Manufacturer’s Consent




For each of the aircraft listed in Schedule II.