exv4w14






Exhibit 4.14




EXHIBIT B to Note Purchase Agreement

 





PARTICIPATION AGREEMENT

([Reg. No.])




Dated as of __________, 20__1




among




DELTA AIR LINES, INC.,




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the

Pass Through Trust Agreements,




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent,




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee,




and




U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein




 * 




One Boeing [Model]

(Generic Manufacturer and Model [Generic Manufacturer and Model]) Aircraft

U.S. Registration No. [Reg. No.]




 







 




			
	1	 	To insert the relevant Closing Date.





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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 
	 
	 	 	 	 
	DEFINITIONS
	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	2	 
	Section 1.02. Other Definitional Provisions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2
	 
	 
	 	 	 	 
	THE LOANS
	 
	 
	 	 	 	 
	Section 2.01. The Loans
	 	 	2	 
	Section 2.02. Issuance of Equipment Notes
	 	 	3	 
	Section 2.03. The Closing
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3
	 
	 
	 	 	 	 
	CONDITIONS PRECEDENT
	 
	 
	 	 	 	 
	Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees
	 	 	3	 
	Section 3.02. Conditions Precedent to Obligations of Company
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 4
	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF COMPANY
	 
	 
	 	 	 	 
	Section 4.01. Representations and Warranties of Company
	 	 	9	 
	Section 4.02. General Indemnity
	 	 	11	 
	 
	 	 	 	 
	ARTICLE 5
	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK
	 
	 
	 	 	 	 
	Section 5.01. Representations, Warranties and Covenants of U.S. Bank
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 6
	 
	 
	 	 	 	 
	OTHER COVENANTS AND AGREEMENTS
	 
	 
	 	 	 	 
	Section 6.01. Other Agreements
	 	 	21	 
	Section 6.02. Certain Covenants of Company
	 	 	24	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 7
	 
	 
	 	 	 	 
	MISCELLANEOUS
	 
	 
	 	 	 	 
	Section 7.01. Notices
	 	 	26	 
	Section 7.02. Survival of Representations,
Warranties, Indemnities, Covenants and Agreements
	 	 	28	 
	Section 7.03. Governing Law
	 	 	28	 
	Section 7.04. Severability
	 	 	28	 
	Section 7.05. No Oral Modifications or Continuing Waivers; Consents
	 	 	28	 
	Section 7.06. Effect of Headings and Table of Contents
	 	 	29	 
	Section 7.07. Successors and Assigns
	 	 	29	 
	Section 7.08. Benefits of Agreement
	 	 	29	 
	Section 7.09. Counterparts
	 	 	29	 
	Section 7.10. Submission to Jurisdiction
	 	 	29	 
	Section 7.11. Further Assurances
	 	 	30	 
	Section 7.12. Section 1110
	 	 	30	 






	 	 	 	 	 
	 
	 	 	 	 
	Schedule I

	 	-
	 	Equipment Notes, Purchasers and Original Principal Amounts
	Schedule II

	 	-
	 	Trust Supplements
	 
	 	 	 	 
	Exhibit A-1

	 	-
	 	Form of Opinion of Counsel for Company
	Exhibit A-2

	 	-
	 	Form of Opinion of Debevoise & Plimpton LLP, special counsel for Company
	Exhibit B

	 	-
	 	Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees,
Subordination Agent and U.S. Bank
	Exhibit C

	 	-
	 	Form of Opinion of Special FAA Counsel
	Exhibit D

	 	-
	 	Form of Manufacturer’s Consent
	Exhibit E-1

	 	-
	 	Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees
	Exhibit E-2

	 	-
	 	Form of Opinion of Special Delaware UCC Counsel for Company
	 
	 	 	 	 
	Annex A

	 	-
	 	Definitions






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PARTICIPATION AGREEMENT

([REG. NO.])




     This PARTICIPATION AGREEMENT ([REG. NO.]), dated as of _________, 20___2, is made
by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and
permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association (in its individual capacity, together with its successors and permitted assigns,
“U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any
of the Operative Documents or the Pass Through Documents, but solely as trustee (in such capacity
together with any successor or other trustee in such capacity, “Pass Through Trustee”)
under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein
without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity,
together with any successor trustee in such capacity, “Subordination Agent”) under the
Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such
capacity, together with any successor trustee in such capacity, “Loan Trustee”) under the
Indenture.



WITNESSETH:




     WHEREAS, Company is the owner of that certain Boeing Model [Model] aircraft more particularly
described in the Indenture Supplement originally executed and delivered under the Indenture;



     WHEREAS, concurrently with the execution and delivery of this Agreement, Company and Loan
Trustee are entering into the Indenture, pursuant to which, among other things, Company will issue
two separate series of Equipment Notes, which Equipment Notes are to be secured by a security
interest in all right, title and interest of Company in and to the Aircraft and certain other
property described in the Indenture;



     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements
set forth in Schedule II, the Pass Through Trusts were created and the Pass Through Certificates
issued and sold;



     WHEREAS, pursuant to the Intercreditor Agreement, Subordination Agent will hold the Equipment
Notes on behalf of the Pass Through Trusts;



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





 




			
	2	 	To insert the relevant Closing Date.





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ARTICLE 1




DEFINITIONS




     Section 1.01. Definitions. For the purposes of this Agreement, unless the context
otherwise requires, capitalized terms used but not defined herein shall have the respective
meanings set forth or incorporated by reference in Annex A.



     Section 1.02. Other Definitional Provisions. (a) The definitions stated herein and
in Annex A apply equally to both the singular and the plural forms of the terms defined.




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




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




     (d) All references in this Agreement to a “government” are to such government and any
instrumentality or agency thereof.




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




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



ARTICLE 2




THE LOANS




     Section 2.01. The Loans. Subject to the terms and conditions of this Agreement and
the Indenture, on the Closing Date, Pass Through Trustee for each Pass Through Trust shall make a
loan to Company by paying to Company the aggregate original principal amounts of the Equipment
Notes being issued to such Pass Through Trust as set forth on Schedule I opposite the name of such
Pass Through Trust. Pass Through Trustees, on behalf of the Pass Through Trusts, shall make such
loans to Company no later than 11:00 a.m. (New York City time) on the Closing Date by transferring
such amount in immediately available funds to Company at its account at JP Morgan Chase



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Bank, One Chase Manhattan Plaza — 7th Floor, New York, New York, 10005, Account
No. [__________], ABA Number [_________], with the request that the bank advise Company by telephone at
(404) 715-2046 upon transfer of the funds.




     Section 2.02. Issuance of Equipment Notes. Upon the occurrence of the above payments
by Pass Through Trustee for each Pass Through Trust to Company, Company shall issue, pursuant to
and in accordance with Article II of the Indenture, to Subordination Agent as agent and trustee for
Pass Through Trustee for each Pass Through Trust, one or more Equipment Notes of the maturity and
aggregate principal amount and bearing the interest rate set forth in Schedule I opposite the name
of such Pass Through Trust. Each such Equipment Note shall be duly authenticated by Loan Trustee
pursuant to the Indenture, registered in the name of Subordination Agent and dated the Closing Date
and shall be delivered by Loan Trustee to Subordination Agent. In addition, subject to Section
4(a)(v) of the Note Purchase Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor
Agreement, as applicable, Company shall have the option after the Closing Date, from time to time,
(i) to redeem all but not less than all of the Series B Equipment Notes (or all but not
less than all of any Additional Series Equipment Notes) and to issue under the Indenture new
Equipment Notes with the same Series designation as, but with terms that may differ from those of,
the redeemed Equipment Notes and (ii) to issue one series (and only one outstanding series
at any time) of Additional Series Equipment Notes under the Indenture. If Series B or Additional
Series Equipment Notes are so issued after the Closing Date, each Noteholder of such Equipment
Notes shall be deemed to be a party hereto without further act, and shall be entitled to execute,
and at the request of Company shall execute, a counterpart to this Agreement.



     Section 2.03. The Closing. The closing (the “Closing”) of the transactions
contemplated hereby shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue,
New York, New York 10022 at 9:30 a.m. (New York City time) on
_________, 20___ or at such other
time or place as the parties shall agree.



ARTICLE 3




CONDITIONS PRECEDENT




     Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees. The
obligation of each Pass Through Trustee to make the loan contemplated by Article II is subject to
the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the
following conditions precedent:




     (a) Authentication. Company shall have tendered the Equipment Notes to Loan
Trustee for authentication, and Loan Trustee shall have authenticated such Equipment Notes
and shall have tendered the Equipment Notes



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to Subordination Agent on behalf of the applicable Pass Through Trustee, against
receipt of the loan proceeds, in accordance with Section 2.02.




     (b) No Changes in Law. No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation of law or
governmental regulations for Pass Through Trustees to make the loans contemplated by
Section 2.01 or to acquire the Equipment Notes.




     (c) Documentation. This Agreement and the following documents shall have been
duly authorized, executed and delivered by the respective party or parties thereto (other
than Pass Through Trustees or Loan Trustee), shall be in full force and effect and executed
counterparts (or copies thereof where indicated) thereof shall have been delivered to each
Pass Through Trustee:




     (i) the Intercreditor Agreement;




     (ii) the Liquidity Facilities;




     (iii) the Pass Through Trust Agreements;




     (iv) the Indenture and the Indenture Supplement covering the Aircraft and
dated the Closing Date;




     (v) the Manufacturer’s Consent;




     (vi) a copy of the FAA Bill of Sale; and




     (vii) a copy of the Warranty Bill of Sale.




     (d) Financing Statement. A Uniform Commercial Code financing statement or
statements covering the security interest created by the Indenture naming Company, as
debtor, and Loan Trustee, as secured party, shall have been duly filed in all places
necessary or desirable within the State of Delaware.




     (e) Certain Closing Certificates. Each Pass Through Trustee shall have
received the following:




     (i) a certificate dated the Closing Date of the Secretary or an Assistant
Secretary of Company, certifying as to (A) a copy of the resolutions of the
Board of Directors of Company or the executive committee thereof duly authorizing
the transactions contemplated hereby and the execution, delivery and performance by
Company of this Agreement and the Indenture and each other document required to be
executed and delivered by Company in accordance with the provisions



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hereof or thereof and (B) a copy of the certificate of incorporation
and by-laws of Company, as in effect on the Closing Date;




     (ii) a certificate or other evidence from the Secretary of State of the State
of Delaware, dated as of a date reasonably near the Closing Date, as to the due
incorporation and good standing of Company in such state;




     (iii) an incumbency certificate of Company as to the person or persons
authorized to execute and deliver this Agreement, the Indenture and each other
document to be executed by Company in connection with the transactions contemplated
hereby and thereby, and the specimen signatures of such person or persons; and




     (iv) one or more certificates of Loan Trustee and Subordination Agent
certifying to the reasonable satisfaction of Pass Through Trustees as to the due
authorization, execution, delivery and performance by Loan Trustee and
Subordination Agent of each of the Operative Documents to which Loan Trustee or
Subordination Agent is or will be a party and any other documents to be executed by
or on behalf of Loan Trustee or Subordination Agent in connection with the
transactions contemplated hereby or thereby.




     (f) Representations; No Event of Default or Event of Loss. On the Closing
Date, the following statements shall be correct: (i) the representations and
warranties of Company herein are correct in all material respects as though made on and as
of such date, except to the extent that such representations and warranties relate solely
to an earlier date (in which case such representations and warranties are correct on and as
of such earlier date) and (ii) no event has occurred and is continuing that
constitutes an Event of Default or an Event of Loss or would constitute an Event of Default
or Event of Loss but for the requirement that notice be given or time elapse or both.




     (g) Opinion of Counsel to Company. Each Pass Through Trustee and Loan Trustee
shall have received (i) an opinion addressed to it from the General Counsel, Deputy
General Counsel or an Associate General Counsel of Company (or such other internal counsel
to Company as shall be reasonably satisfactory to Pass Through Trustees) substantially in
the form set forth in Exhibit A-1 and (ii) an opinion addressed to it from
Debevoise & Plimpton LLP substantially in the form set forth in Exhibit A-2.




     (h) Opinion of Counsel to U.S. Bank, Loan Trustee, Pass Through Trustees and
Subordination Agent. Each Pass Through Trustee and Loan Trustee shall have received an
opinion addressed to it from Shipman & Goodwin LLP,



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special counsel for U.S. Bank, Loan Trustee, Pass Through Trustees and Subordination
Agent, substantially in the form set forth in Exhibit B.




     (i) Opinion of FAA Counsel. Each Pass Through Trustee and Loan Trustee shall
have received an opinion addressed to it from Daugherty, Fowler, Peregrin, Haught & Jenson,
a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, substantially
in the form set forth in Exhibit C.




     (j) Certification from Company. Each Pass Through Trustee and Loan Trustee
shall have received a certificate or certificates signed by the chief financial or
accounting officer, any Senior Vice President, the Treasurer, any Vice President or any
Assistant Treasurer (or any other Responsible Officer) of Company, dated the Closing Date,
certifying as to the correctness of each of the matters stated in Section 3.01(f).




     (k) Certification from U.S. Bank, Loan Trustee and Subordination Agent. Each
Pass Through Trustee shall have received a certificate from U.S. Bank in its individual
capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing
Date, signed by an authorized officer of U.S. Bank in its individual capacity and as Loan
Trustee and Subordination Agent, as applicable, certifying for each such entity that no
Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and
further certifying as to the correctness of each of the matters stated in Section 5.01.




     (l) [Intentionally Omitted.]




     (m) Insurance Matters. Loan Trustee shall have received an insurance report
of an independent insurance broker and the related certificates of insurance, each in form
and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms
of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.




     (n) No Proceedings. No action or proceeding shall have been instituted nor
shall governmental action be threatened before any court or governmental agency, nor shall
any order, judgment or decree have been issued or proposed to be issued by any court or
governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent
the completion and consummation of this Agreement or the transactions contemplated hereby.




     (o) Funding of Pass Through Trusts. Each Pass Through Trustee shall have
received in immediately available funds an amount at least equal to the aggregate purchase
price of the Equipment Notes to be purchased from Company by such Pass Through Trustee.



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     (p) Manufacturer’s Consent. Loan Trustee shall have received an executed copy
of the Manufacturer’s Consent substantially in the form set forth in Exhibit D.




     (q) Governmental Approvals. All appropriate action required to have been
taken prior to the Closing Date by the FAA or any governmental or political agency,
subdivision or instrumentality of the United States, in connection with the transactions
contemplated by this Agreement has been taken, and all orders, permits, waivers,
authorizations, exemptions and approvals of such entities required to be in effect on the
Closing Date in connection with the transactions contemplated by this Agreement have been
issued.




     (r) Satisfaction of Requirements under the Note Purchase Agreement. The
conditions precedent set forth in Section 2 of the Note Purchase Agreement, and the
requirements set forth in Section 1 of the Note Purchase Agreement relating to the Aircraft
and the Equipment Notes, shall have been satisfied.



     Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant
to the Transportation Code and the receipt of appropriate and correct recording information from
the FAA, Company will cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional
Corporation, special FAA counsel in Oklahoma City, Oklahoma to deliver to Subordination Agent, to
Pass Through Trustees, to Loan Trustee and to Company an opinion as to the due recording of such
instrument and the lack of filing of any intervening documents with respect to the Aircraft.



     Section 3.02. Conditions Precedent to Obligations of Company. The obligation of
Company to issue and sell the Equipment Notes is subject to the fulfillment (or waiver by Company)
prior to or on the Closing Date of the following conditions precedent:




     (a) No Changes in Law. No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation of law or
governmental regulations for Company to enter into any transaction contemplated by the
Operative Documents, the Note Purchase Agreement or the other Pass Through Documents.




     (b) Documentation. The documents referred to in Section 3.01(c) shall have
been duly authorized, executed and delivered by the respective party or parties thereto
(other than Company), shall be in full force and effect and executed counterparts (or
copies thereof where indicated) thereof shall have been delivered to Company, and Company
shall have received such documents and evidence with respect to U.S. Bank, each Liquidity
Provider, Loan Trustee, Subordination Agent and each Pass Through Trustee as Company
reasonably requests in order to establish the consummation of the transactions contemplated



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by this Agreement, the taking of all corporate and other proceedings in connection
therewith and compliance with the conditions herein set forth.




     (c) FAA Filing. The Indenture (with the Indenture Supplement covering the
Aircraft attached) shall have been duly filed for recordation (or shall be in the process
of being so duly filed for recordation) with the FAA pursuant to the Transportation Code.
The registration of the International Interests (or Prospective International Interests)
created under the Indenture (as supplemented by the Indenture Supplement with respect to
the Aircraft) shall have been effected on the International Registry in accordance with the
Cape Town Treaty.




     (d) Representations and Warranties. On the Closing Date, the representations
and warranties herein of U.S. Bank, Loan Trustee, Subordination Agent and Pass Through
Trustees shall be correct as though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier date (in which case such
representations and warranties shall have been correct on and as of such earlier date),
and, insofar as such representations and warranties concern U.S. Bank, Loan Trustee,
Subordination Agent or any Pass Through Trustee, such party shall have so certified to
Company.




     (e) Certain Opinions and Certificates. Company shall have received each
opinion referred to in Subsections 3.01(h) and 3.01(i), each such opinion addressed to
Company or accompanied by a letter from the counsel rendering such opinion authorizing
Company to rely on such opinion as if it were addressed to Company, and the certificates
referred to in Subsections 3.01(e)(iv) and 3.01(k).




     (f) Certain Opinion of Special Delaware Counsel. Company shall have received
an opinions addressed to it from Richards, Layton & Finger P.A., special Delaware counsel
for Pass Through Trustees, substantially in the forms set forth in Exhibit E-1, as to tax
matters, and Exhibit E-2, as to UCC matters.




     (g) No Proceedings. No action or proceeding shall have been instituted nor
shall governmental action be threatened before any court or governmental agency, nor shall
any order, judgment or decree have been issued or proposed to be issued by any court or
governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent
the completion and consummation of this Agreement or the transactions contemplated hereby.




     (h) No Other Party Liens, etc. Company shall have received a certificate from
U.S. Bank dated the Closing Date, signed by an authorized officer of U.S. Bank, certifying
for each Pass Through Trustee that no Other Party Liens



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attributable to it exist and further certifying as to the correctness of each of the
matters stated in Section 5.01.




     (i) Payment for Equipment Notes. Company shall have been paid by each Pass
Through Trustee the aggregate original principal amount of the Equipment Notes being issued
to such Pass Through Trustee as set forth on Schedule I opposite the name of such Pass
Through Trust.



ARTICLE 4




REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF COMPANY




     Section 4.01. Representations and Warranties of Company. Company represents and
warrants that:




     (a) Organization; Authority; Qualification. Company is a corporation duly
incorporated and validly existing in good standing under the laws of the State of Delaware,
is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power
and authority to own its properties or hold them under lease and to enter into and perform
its obligations under the Operative Documents to which it is a party and is duly qualified
to do business as a foreign corporation in good standing in each other jurisdiction in
which the failure to so qualify would have a material adverse effect on the consolidated
financial condition of Company and its subsidiaries, considered as a whole, and its
jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial
Code as in effect in the State of Delaware) is Delaware.




     (b) Corporate Action and Authorization; No Violations. The execution,
delivery and performance by Company of this Agreement and the other Operative Documents to
which Company is a party have been duly authorized by all necessary corporate action on the
part of Company, do not require any stockholder approval or approval or consent of any
trustee or holder of any indebtedness or obligations of Company, except such as have been
duly obtained and are in full force and effect, and do not contravene any law, governmental
rule, regulation, judgment or order binding on Company or the certificate of incorporation
or by-laws of Company or contravene or result in a breach of, or constitute a default
under, or result in the creation of any Lien (other than as permitted under the Indenture)
upon the property of Company under, any material indenture, mortgage, contract or other
agreement to which Company is a party or by which it or any of its properties may be bound
or affected.




     (c) Governmental Approvals. Neither the execution and delivery by Company of
this Agreement and the other Operative Documents to which it is a party, nor the
consummation by Company of any of the transactions contemplated



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hereby or thereby, requires the authorization, consent or approval of, the giving of
notice to, the filing or registration with or the taking of any other action in respect of,
the Department of Transportation, the FAA or any other federal or state governmental
authority or agency, or the International Registry, except for (i) the registration
of the issuance and sale of the Pass Through Certificates under the Securities Act and
under the securities laws of any state or other jurisdiction in which the Pass Through
Certificates may be offered for sale if the laws of such state or other jurisdiction
require such action, (ii) the qualification of the Pass Through Trust Agreements
under the Trust Indenture Act, (iii) the orders, permits, waivers, exemptions,
authorizations and approvals of the regulatory authorities having jurisdiction over
Company’s ownership or operation of the Aircraft required to be obtained on or prior to the
Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have
been duly obtained and are, or on the Closing Date will be, in full force and effect,
(iv) the filings and registrations referred to in Section 4.01(e), (v)
authorizations, consents, approvals, notices and filings required to be obtained, taken,
given or made under securities or Blue Sky or similar laws of the various states and
foreign jurisdictions and (vi) consents, approvals, notices, registrations and
other actions required to be obtained, given, made or taken only after the date hereof.




     (d) Valid and Binding Agreements. This Agreement and each other Operative
Document to which Company is a party have been duly executed and delivered by Company and
constitute the legal, valid and binding obligations of Company enforceable against Company
in accordance with their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the rights of
creditors generally and by general principles of equity and except, in the case of the
Indenture, as limited by applicable laws that may affect the remedies provided in the
Indenture, which laws, however, do not make the remedies provided in the Indenture
inadequate for the practical realization of the rights and benefits intended to provided
thereby.




     (e) Filings and Recordation. Except for (i) the filing for
recordation pursuant to the Transportation Code of the Indenture (with the Indenture
Supplement covering the Aircraft attached), (ii) with respect to the security
interests created by such documents, the filing of financing statements (and continuation
statements at periodic intervals) under the Uniform Commercial Code of Delaware, and
(iii) the registration on the International Registry of the International Interests
(or Prospective International Interests) created under the Indenture (as supplemented by
the Indenture Supplement covering the Aircraft), no further filing or recording of any
document is necessary under the laws of the United States or any state thereof as of the
Closing Date in order to establish and perfect the security interest in the Aircraft
created under the Indenture in favor of



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Loan Trustee as against Company and any third parties in any applicable jurisdiction
in the United States.




     (f) Investment Company Act. Company is not required to be registered as an
“investment company” within the meaning of the Investment Company Act of 1940, as amended.




     (g) Title. As of the Closing Date, (i) Company has good title to the
Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft has
been duly certificated by the FAA as to type and airworthiness in accordance with the terms
of the Indenture, (iii) the Indenture (with the Indenture Supplement covering the
Aircraft attached) has been duly filed for recordation (or shall be in the process of being
so duly filed for recordation) with the FAA pursuant to the Transportation Code,
(iv) the Aircraft is duly registered with the FAA in the name of Company, and
(v) the registration of the International Interests (or Prospective International
Interests) created under the Indenture (as supplemented by the Indenture Supplement with
respect to the Aircraft) shall have been effected on the International Registry in
accordance with the Cape Town Treaty.




     (h) Section 1110. Loan Trustee is entitled to the benefits of Section 1110
with respect to the Aircraft being subjected to the Lien of the Indenture on the Closing
Date.




     (i) Security Interest. The Indenture creates in favor of Loan Trustee, for
the benefit of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, a
valid and perfected Lien on the Aircraft purported to be subjected to the Lien of the
Indenture on the Closing Date, subject to no equal or prior Lien, except Permitted Liens.




     (j) Licenses, Permits and Franchises. Company holds all licenses, permits and
franchises from the appropriate government entities necessary to authorize Company lawfully
to engage in air transportation and to carry on scheduled commercial passenger service as
currently conducted, except where the failure to so hold any such license, permit or
franchise would not have a material adverse effect on the financial condition or operations
of Company and its consolidated subsidiaries, taken as a whole.



     Section 4.02. General Indemnity. (a) Claims Defined. For the purposes of
this Section 4.02, “Claims” means any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, costs or expenses of whatsoever kind and nature (whether or not
on the basis of negligence, strict or absolute liability or liability in tort) that may be imposed
on, incurred by, suffered by or asserted against an Indemnitee, as defined below, and, except as
otherwise expressly provided in this Section 4.02, includes all reasonable out-of-pocket costs,
disbursements and expenses (including reasonable out-of-pocket



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legal fees and expenses) actually incurred by an Indemnitee in connection therewith or related
thereto.





     (b) Indemnitee Defined. For the purposes of this Section 4.02,
“Indemnitee” means (i) U.S. Bank and Loan Trustee, (ii) each
separate or additional trustee appointed pursuant to Section 8.02 of the Indenture,
(iii) so long as it holds any Equipment Notes as agent and trustee of any Pass
Through Trustee, Subordination Agent (iv) so long as it is the holder of any
Equipment Notes, each Pass Through Trustee, (v) each Liquidity Provider,
(vi) any Related Noteholder, (vii) the Escrow Agent, (viii) the
Paying Agent and (ix) each of their respective successors and permitted assigns in
such capacities, agents, servants, officers, employees and directors (the respective
agents, servants, officers, employees and directors of each of the foregoing Indemnitees,
as applicable, together with such Indemnitee, collectively the “Related Indemnitee
Group” of such Indemnitee); provided that such Persons, to the extent they are
not signatories to this Agreement, have expressly agreed in writing to be bound by the
terms of this Section 4.02 prior to, or concurrently with, the making of a Claim. If any
Indemnitee fails to comply with any duty or obligation under this Section 4.02 with respect
to any Claim, such Indemnitee shall not be entitled to any indemnity with respect to such
Claim under this Section 4.02 to the extent such failure was prejudicial to Company. No
holder of a Pass Through Certificate in its capacity as such holder shall be an Indemnitee.




     (c) Claims Indemnified. Subject to the exclusions stated in Subsection
4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an After-Tax
Basis each Indemnitee against Claims resulting from or arising out of (a) the
Operative Documents or the enforcement of any of the terms of the Operative Documents,
(b) the Aircraft, the Airframe, any Engine or any Part, including, without
limitation, with respect thereto, (i) the sale, purchase, acceptance,
non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership,
possession, use, non-use, substitution, airworthiness, control, maintenance, repair,
operation, registration, re-registration, de-registration, delivery, non-delivery,
assignment, abandonment, condition, sale, lease, sublease, storage, modification,
alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine
or any Part (including, without limitation, latent or other defects, whether or not
discoverable, and any claim for patent, trademark or copyright infringement) by Company,
any Permitted Lessee or any other Person, (ii) tort liability, whether or not
arising out of the negligence of any Indemnitee (whether active, passive or imputed),
(iii) death or property damage of passengers, shippers or others, and (iv)
environmental control, noise or pollution, and (c) the offer, sale or delivery of
any Equipment Notes, Pass Through Certificates or any interest therein or represented
thereby. Without limiting the foregoing and subject to, and without duplication



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of, the provisions of Section 6.01(a), Company agrees to pay the reasonable ongoing
fees, and the reasonable out-of-pocket costs and expenses actually incurred (including,
without limitation, reasonable attorney’s fees and disbursements actually incurred and, to
the extent payable as provided in the Indenture, reasonable compensation and expenses of
Loan Trustee’s agents actually incurred), of Loan Trustee in connection with the
transactions contemplated hereby.




     (d) Claims Excluded. The following are excluded from Company’s agreement to
indemnify an Indemnitee under this Section 4.02:




     (i) any Claim to the extent such Claim is attributable to acts or events
occurring after (A) the Lien of the Indenture has been discharged, or
(B) the transfer of possession of the Aircraft pursuant to Article IV of
the Indenture except to the extent that such Claim is attributable to acts
occurring in connection with the exercise of remedies pursuant to Section 4.02 of
the Indenture following the occurrence and continuance of an Event of Default;




     (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or
loss of any Tax benefit), except with respect to paying indemnity amounts on an
After-Tax Basis;




     (iii) any Claim to the extent such Claim is attributable to the negligence or
willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee
Group;




     (iv) any Claim to the extent such Claim is attributable to the noncompliance
by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the
terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group
contained in, this Agreement, any other Operative Document or any Pass Through
Document to which such Indemnitee or any of such Related Indemnitee Group is a
party or any agreement relating hereto or thereto;




     (v) any Claim to the extent such Claim constitutes a Permitted Lien
attributable to such Indemnitee;




     (vi) any Claim to the extent such Claim is attributable to the offer, sale,
assignment, transfer, participation or other disposition (whether voluntary or
involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group
(other than during the occurrence and continuance of an Event of Default;
provided that any such offer, sale, assignment, transfer, participation or
other disposition during the occurrence and continuation



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of an Event of Default shall not be subject to indemnification unless it is
made in accordance with the Indenture and applicable law) of any Equipment Note or
interest therein or Pass Through Certificate, all or any part of such Indemnitee’s
interest in the Operative Documents or the Pass Through Documents, or any interest
in the Collateral or any similar security;




     (vii) any Claim to the extent such Claim is attributable to (A) a
failure on the part of Loan Trustee to distribute in accordance with this Agreement
or any other Operative Document any amounts received and distributable by it
hereunder or thereunder, (B) a failure on the part of Subordination Agent
to distribute in accordance with the Intercreditor Agreement any amounts received
and distributable by it thereunder, (C) a failure on the part of any Pass
Through Trustee to distribute in accordance with the Pass Through Trust Agreement
to which it is a party any amounts received and distributable by it thereunder,
(D) a failure on the part of Escrow Agent to distribute in accordance with
the Escrow Agreement any amounts received and distributable by it thereunder,
(E) a failure on the part of Paying Agent to distribute in accordance with
the Escrow Agreement any amounts received and distributable by it thereunder or
(F) a failure on the part of Depositary to pay funds payable by it in
accordance with any Deposit Agreement;




     (viii) any Claim to the extent such Claim is attributable to the authorization
or giving or withholding of any future amendments, supplements, waivers or consents
with respect to any Operative Document or any Pass Through Document, other than
such as have been requested by Company or that occur as the result of an Event of
Default, or such as are expressly required or contemplated by the provisions of the
Operative Documents or the Pass Through Documents;




     (ix) any Claim to the extent such Claim is payable or borne by (A)
Company pursuant to any indemnification, compensation or reimbursement provision of
any other Operative Document or any Pass Through Document or (B) a Person
other than Company pursuant to any provision of any Operative Document or any Pass
Through Document;




     (x) any Claim to the extent such Claim is an ordinary and usual operating or
overhead expense or not an out-of-pocket expense actually incurred;




     (xi) any Claim to the extent such Claim is incurred on account of or asserted
as a result of any “prohibited transaction” within the meaning of Section 406 of
ERISA or Section 4975 of the Code;



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     (xii) any Claim to the extent such Claim is attributable to one or more of the
other aircraft financed through the offering of Pass Through Certificates (in the
event of doubt, any Claim shall be allocated between the Aircraft and such other
aircraft in the same proportion that the then outstanding Equipment Notes bear to
the then outstanding equipment notes issued with respect to the other aircraft and
held by Pass Through Trustees);




     (xiii) any Claim to the extent such Claim is attributable to any amount which
any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by
Company;




     (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a
passenger or shipper on any of Company’s aircraft or as a party to a marketing or
promotional or other commercial agreement with Company unrelated to the
transactions contemplated by the Operative Documents; and




     (xv) any Claim to the extent such Claim is attributable to the offer or sale
by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of
any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates,
or any similar interest, in violation of the Securities Act or other applicable
federal, state or foreign securities laws (other than any thereof caused by acts or
omissions of Company of any of its affiliates).




     (e) Insured Claims. In the case of any Claim indemnified by Company hereunder
that is covered by a policy of insurance maintained by Company, each Indemnitee agrees to
cooperate, at Company’s expense, with the insurers in the exercise of their rights to
investigate, defend and compromise such Claim.




     (f) Claims Procedure. An Indemnitee shall promptly notify Company of any
Claim as to which indemnification is sought. The failure to provide such prompt notice
shall not release Company from any of its obligations to indemnify hereunder except to the
extent that Company is prejudiced by such failure or Company’s indemnification obligations
are increased as a result of such failure (in which event Company shall not be responsible
for such additional indemnification obligations). Such Indemnitee shall promptly submit to
Company all additional information in such Indemnitee’s possession to substantiate such
Claim as Company reasonably requests. Subject to the rights of Company’s insurers, Company
may, at its sole cost and expense, investigate any Claim, and may in its sole discretion
defend or compromise any Claim. At Company’s expense, any Indemnitee shall cooperate with
all reasonable requests of Company



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in connection therewith. Such Indemnitee shall not enter into a settlement or other
compromise with respect to any Claim without the prior written consent of Company, which
consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its
right to be indemnified with respect to such Claim. Where Company or its insurers undertake
the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses
of such Indemnitee in connection with the defense of such Claim shall be indemnified
hereunder unless such fees or expenses were incurred at the written request of Company or
such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may
participate at its own expense in any judicial proceeding controlled by Company pursuant to
the preceding provisions; provided that such party’s participation does not, in the
opinion of outside counsel appointed by Company or its insurers to conduct such
proceedings, interfere with such control. Such participation shall not constitute a waiver
of the indemnification provided in this Section 4.02. Notwithstanding anything to the
contrary contained herein, Company shall not under any circumstances be liable for the fees
and expenses of more than one counsel for all Indemnitees with respect to any one Claim.
Notwithstanding anything to the contrary contained herein, an Indemnitee shall not under
any circumstances be required or deemed to be required to contest any Claim or to assume
responsibility for or control of any judicial proceeding with respect thereto. Company will
provide the relevant Indemnitee with such information not within the control of such
Indemnitee, as is in Company’s control or is reasonably available to Company, which such
Indemnitee may reasonably request and will otherwise cooperate with such Indemnitee so as
to enable such Indemnitee to fulfill its obligations under this Section.




     (g) Subrogation. To the extent that a Claim is in fact paid in full by
Company or its insurer, Company or such insurer (as the case may be) shall, without any
further action, be subrogated to the rights and remedies of the Indemnitee on whose behalf
such Claim was paid with respect to the transaction or event giving rise to such Claim.
Such Indemnitee shall give such further assurances or agreements and shall cooperate with
Company or such insurer, as the case may be, to permit Company or such insurer to pursue
such rights and remedies, if any, to the extent reasonably requested by Company. So long as
no Event of Default has occurred and is continuing, if an Indemnitee receives any payment,
in whole or in part, from any party other than Company or its insurers with respect to any
Claim paid by Company or its insurers, it shall promptly pay over to Company the amount
received (but not an amount in excess of the amount Company or any of its insurers has paid
in respect of such Claim). Any amount referred to in the preceding sentence that is payable
to Company shall not be paid to Company, or, if it has been previously paid directly to
Company, shall not be retained by Company, if at the time of such payment an Event of
Default has occurred and is continuing, but shall be paid to and held by Loan Trustee as



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security for the obligations of Company under the Operative Documents. If Company
agrees, such amount payable shall be applied against Company’s obligations thereunder when
and as they become due and payable. At such time as such Event of Default is no longer
continuing, such amount, to the extent not previously so applied against Company’s
obligations, shall be paid to Company.




     (h) No Guaranty. Nothing set forth in this Section 4.02 constitutes a
guarantee by Company that the Aircraft at any time will have any particular value, useful
life or residual value.




     (i) Payments; Interest. Any amount payable to any Indemnitee on account of a
Claim shall be paid within 30 days after receipt by Company of a written demand therefor
from such Indemnitee accompanied by a written statement describing in reasonable detail the
Claims that are the subject of and basis for such indemnity and the computation of the
amount payable. Any payments made pursuant to this Section 4.02 directly to an Indemnitee
or to Company, as the case may be, shall be made in immediately available funds at such
bank or to such account as is specified by the payee in written directions to the payor or,
if no such directions are given, by check of the payor payable to the order of the payee
and mailed to the payee by certified mail, return receipt requested, postage prepaid to its
address referred to in Section 7.01. To the extent permitted by applicable law, interest at
the Past Due Rate shall be paid, on demand, on any amount or indemnity not paid when due
pursuant to this Section 4.02 until the same is paid. Such interest shall be paid in the
same manner as the unpaid amount in respect of which such interest is due.




     (j) Tax Deduction or Credit. If, by reason of any payment made to or for the
account of any Indemnitee by Company, or by reason of any Claim of any Indemnitee paid or
indemnified against by Company, in each case pursuant to Section 4.02, such Indemnitee
realizes a Tax deduction or credit not previously taken into account in computing such
payment, such Indemnitee shall promptly pay to Company an amount equal to the sum of
(i) the actual reduction in Taxes realized by such Indemnitee which is attributable
to such deduction or credit, and (ii) the actual reduction in Taxes realized by
such Indemnitee as a result of any payment made by such Indemnitee pursuant to this
sentence; provided that the amount payable by such Indemnitee pursuant to this
sentence shall not exceed the sum of all amounts previously paid by Company to such
Indemnitee pursuant to this Section 4.02; provided, further, that any such
excess shall be carried forward and applied to reduce pro tanto any subsequent obligations
of Company to make payments to such Indemnitee pursuant to Section 4.02. If such Tax
deduction or credit is subsequently disallowed or lost, upon written notice from the
Indemnitee Company shall promptly repay all amounts paid to it pursuant to this Section
4.02(j) in respect of such disallowed or lost deduction or credit. If, at the time an
amount would otherwise be payable to Company under this Section 4.02(j), any



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Event of Default shall have occurred and be continuing, such amount shall be held by
the relevant Indemnitee as security for the obligations of Company under the Operative
Documents. At such time as no Event of Default is continuing, such amount or portion
thereof shall be applied to offset Company’s outstanding obligations under the Operative
Documents and any remaining amount after such application shall be paid to Company.



ARTICLE 5




REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK




     Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank,
generally, and each of Loan Trustee, Subordination Agent and Pass Through Trustee as it relates to
it, represents, warrants and covenants that:




     (a) Organization; Authority. U.S. Bank is a national banking association duly
organized and validly existing in good standing under the laws of the United States, is
eligible to be Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply
with Section 8.01(a) of the Indenture and has full power, authority and legal right to
enter into and perform its obligations under each of the Operative Documents and the Pass
Through Documents to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through
Trustee is a party and, in its capacity as Loan Trustee and Pass Through Trustee,
respectively, to authenticate the Equipment Notes and the Pass Through Certificates,
respectively. U.S. Bank is qualified to act as Loan Trustee under Section 8.01(c) of the
Indenture. U.S. Bank is a Citizen of the United States (without the use of a voting trust
agreement), and will resign as Loan Trustee under the Indenture promptly after it obtains
actual knowledge that it has ceased to be such a Citizen of the United States.




     (b) Due Authorization; No Violations. The execution, delivery and performance
by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or Pass
Through Trustee, as the case may be, of this Agreement, each of the other Operative
Documents and each of the Pass Through Documents to which U.S. Bank, Loan Trustee,
Subordination Agent or any Pass Through Trustee is a party, the performance by U.S. Bank,
individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through
Trustee, as the case may be, of its obligations thereunder and the consummation on the
Closing Date or the Issuance Date, as the case may be, of the transactions contemplated
thereby, and the authentication of the Equipment Notes and the Pass Through Certificates,
respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be:
(i) have been duly authorized by all necessary action on the part of U.S. Bank,
Loan Trustee, Subordination Agent and each Pass Through Trustee, as the case may be,
(ii) do not violate any law or regulation of the United



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States or of the state of the United States in which U.S. Bank is located and which
governs the banking and trust powers of U.S. Bank or any order, writ, judgment or decree of
any court, arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee,
Subordination Agent or any Pass Through Trustee or any of their assets, (iii) will
not violate any provision of the articles of association or by-laws of U.S. Bank and
(iv)will not violate any provision of, or constitute a default under, any mortgage,
indenture, contract, agreement or undertaking to which any of U.S. Bank, Loan Trustee,
Subordination Agent or any Pass Through Trustee is a party or by which any of them or their
respective properties may be bound or affected.




     (c) Approvals. Neither the execution and delivery by U.S. Bank, individually
or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the
case may be, of this Agreement, any other Operative Document or any Pass Through Document
to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a
party, nor the consummation by U.S. Bank, Loan Trustee, Subordination Agent or any Pass
Through Trustee of any of the transactions contemplated hereby or thereby, requires the
authorization, consent or approval of, the giving of notice to, the filing or registration
with, or the taking of any other action in respect of, (i) any governmental
authority or agency of the United States or the state of the United States where U.S. Bank
is located and regulating the banking and trust powers of U.S. Bank or (ii) any
trustee or other holder of any debt of U.S. Bank.




     (d) Valid and Binding Agreements. This Agreement, each other Operative
Document and each Pass Through Document to which U.S. Bank, Loan Trustee, Subordination
Agent or any Pass Through Trustee is a party have been duly executed and delivered by U.S.
Bank, individually and in its capacity as Loan Trustee, Subordination Agent or Pass Through
Trustee, as the case may be, and constitute the legal, valid and binding obligations of
U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee, as the case may
be, enforceable against it in accordance with its terms, except as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and by general principles of equity.




     (e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees
with and for the benefit of the parties to this Agreement that it will not directly or
indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party
Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly
take such action as may be necessary to discharge and satisfy in full any such Lien.



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     (f) Intercreditor Agreement. The Equipment Notes to be issued to
Subordination Agent pursuant hereto are being acquired by it to be held under the
Intercreditor Agreement.




     (g) Funds Transfer Fees. Each of U.S. Bank, Loan Trustee, Subordination Agent
and each Pass Through Trustee agrees that it will not impose any lifting charge, cable
charge, remittance charge or any other charge or fee on any transfer by Company of funds
to, through or by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee
pursuant to this Agreement, any other Operative Document or any Pass Through Document,
except as may be otherwise agreed to in writing by Company.




     (h) Confidentiality. Each of U.S. Bank, Loan Trustee, Subordination Agent and
any Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the Indenture.




     (i) Certain Tax Matters. There are no Taxes payable by (i) U.S. Bank,
Loan Trustee or Subordination Agent imposed by the Commonwealth of Massachusetts or any
political subdivision or taxing authority thereof, or (ii) U.S. Bank or Pass
Through Trustees imposed by the State of Delaware or any political subdivision or taxing
authority thereof, in connection with the execution, delivery or performance by U.S. Bank,
Loan Trustee or Subordination Agent on the one hand, or U.S. Bank or any Pass Through
Trustee, on the other, of any Operative Document or any Pass Through Document (other than
franchise or other taxes based on or measured by any fees or compensation received by any
such Person for services rendered in connection with the transactions contemplated by the
Operative Documents or the Pass Through Documents), and there are no Taxes payable by any
Pass Through Trustee imposed by the State of Delaware or any political subdivision thereof
in connection with the acquisition, possession or ownership by such Pass Through Trustee of
any of the Equipment Notes (other than franchise or other taxes based on or measured by any
fees or compensation received by such Pass Through Trustee for services rendered in
connection with the transactions contemplated by the Operative Documents or the Pass
Through Documents) and, assuming that the Pass Through Trusts will not be taxable for
Federal income tax purposes as corporations, but, rather, will be characterized for such
purposes as grantor trusts or partnerships, the Pass Through Trusts will not be subject to
any Taxes imposed by the State of Delaware or any political subdivision thereof.




     (j) Limitation on Situs of Activities. Except with the consent of Company,
which shall not be unreasonably withheld: (i) U.S. Bank will act as Pass Through
Trustee solely through its offices within the State of Delaware, except for such services
as may be performed for it by independent agents in the ordinary course of business, but
not directly by it, in other states; and (ii) U.S.



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Bank will act as Subordination Agent and Loan Trustee solely through its offices
within the Commonwealth of Massachusetts, except for such services as may be performed for
it by independent agents in the ordinary course of business, but not directly by it, in
other states.




     (k) No Proceedings. There are no pending or, to its knowledge, threatened
actions or proceedings against U.S. Bank, Loan Trustee, Subordination Agent or any Pass
Through Trustee before any court or administrative agency which individually or in the
aggregate, if determined adversely to it, would materially adversely affect the ability of
U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee to perform its
obligations under any Operative Document or any Pass Through Document.




     (l) Other Representations. The representations and warranties contained in
Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust
Supplement are true, complete and correct as of the Closing Date.



ARTICLE 6




OTHER COVENANTS AND AGREEMENTS




     Section 6.01. Other Agreements. (a) Fees and Expenses. Company agrees
promptly to pay (without duplication of any other obligation Company may have to pay such amounts)
(1) the initial and annual fees and (to the extent Loan Trustee is entitled to be
reimbursed for its reasonable expenses) the reasonable expenses of Loan Trustee in connection with
the transactions contemplated hereby and (2) the following expenses incurred by Loan
Trustee, Subordination Agent and Pass Through Trustees in connection with the negotiation,
preparation, execution and delivery of this Agreement, the other Operative Documents and the other
documents or instruments referred to herein or therein:




     (i) the reasonable fees, expenses and disbursements of (A) Shipman &
Goodwin LLP, special counsel for Loan Trustee, Subordination Agent and Pass Through
Trustees, (B) Richards, Layton & Finger, P.A., special Delaware counsel for
Pass Through Trustees and Company, and (C) Daugherty, Fowler, Peregrin,
Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City,
Oklahoma, in each case to the extent actually incurred; and




     (ii) all reasonable expenses actually incurred in connection with printing and
document production or reproduction expenses, and in connection with the filing of
Uniform Commercial Code financing statements.



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     (b) Continuing Registration and Re-Registration. Loan Trustee, Noteholders,
Subordination Agent and each Pass Through Trustee agree to execute and deliver, at
Company’s expense, all such documents and consents as Company reasonably requests for the
purpose of continuing the registration of the Aircraft at the FAA in Company’s name or for
the purpose of registering or maintaining any registration on the International Registry in
respect of the Aircraft. In addition, each of Loan Trustee, Subordination Agent, each Pass
Through Trustee and any other Noteholder agrees, for the benefit of Company, to cooperate
with Company in effecting any foreign registration of the Aircraft pursuant to Section
7.02(e) of the Indenture; provided that prior to any such change in the country of
registry of the Aircraft the conditions set forth in Section 7.02(e) of the Indenture are
met to the reasonable satisfaction of, or waived by, Loan Trustee.




     (c) Quiet Enjoyment. Each of U.S. Bank, Loan Trustee, Subordination Agent,
each Pass Through Trustee, any other Noteholder, Class A Liquidity Provider (by having
entered into the Class A Liquidity Facility) and Class B Liquidity Provider (by having
entered into the Class B Liquidity Facility) agrees that, unless an Event of Default shall
have occurred and be continuing, it shall not (and shall not permit any Affiliate or other
Person claiming by, through or under it to) take any action contrary to, or otherwise in
any way interfere with or disturb (and then only in accordance with the Indenture), the
quiet enjoyment of the use and possession of the Aircraft, the Airframe, any Engine or any
Part by Company or any transferee of any interest in any thereof permitted under the
Indenture.




     (d) No Noteholder Liens. Each Noteholder, including, without limitation,
Subordination Agent and each Pass Through Trustee, unconditionally agrees with and for the
benefit of the parties to this Agreement that it will not directly or indirectly create,
incur, assume or suffer to exist any Noteholder Liens, and such Noteholder agrees that it
will, at its own cost and expense, promptly take such action as may be necessary to
discharge and satisfy in full any such Noteholder Lien; and each Noteholder hereby agrees
to indemnify, protect, defend and hold harmless each Indemnitee and Company against claims
in any way resulting from or arising out of a breach by it of its obligations under this
Section 6.01(d).




     (e) Agreement to be Bound; Transfer. By its acceptance of its Equipment
Notes, each Noteholder unconditionally agrees for the benefit of Company and Loan Trustee:
(i) to be bound by and to perform and comply with all of the terms of such
Equipment Notes, the Indenture and this Agreement applicable to such Noteholder and
(ii) that it will not transfer any Equipment Note (or any part thereof) to any
entity unless such transfer complies with and does not violate the Transportation Code, the
Securities Act (or require registration under



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such Act) or any other law (including, without limitation, ERISA), and does not create
a relationship that would be in violation thereof, or result in a “prohibited transaction”
under Section 4975 of the Code or require qualification of an indenture under the Trust
Indenture Act.




     (f) Tax Returns. Each Pass Through Trustee shall file any tax returns
required to be filed by the related Pass Through Trust and the Company shall pay the
Applicable Portion of any expenses relating thereto. The Company shall be responsible for
the Applicable Portion of any interest or penalties related to any Pass Through Trustee’s
failure to file any such tax returns required to be filed by the relevant Pass Through
Trust, except to the extent that such failure is attributable to the gross negligence or
willful misconduct of such Pass Through Trustee. For purposes of this Section 6.01(f), the
“Applicable Portion” of any amount shall equal such amount multiplied by a
fraction, the numerator of which shall be the sum of the then outstanding aggregate
principal amount of the Equipment Notes held by the relevant Pass Through Trustee, and the
denominator of which shall be the sum of the outstanding aggregate principal amount of all
“Equipment Notes” issued under each of the “Indentures” (in each case as defined in the
Intercreditor Agreement) held by such Pass Through Trustee.




     (g) No Petition. Each of Company, Loan Trustee, each Pass Through Trustee,
Subordination Agent and any other Noteholder covenants that (i) until one year and
one day after the Series A Equipment Notes have been paid in full, it shall not acquiesce,
petition or otherwise invoke or cause or join in invoking or causing the Class A Pass
Through Trust or any other Person to invoke the process of any governmental authority for
the purpose of commencing or sustaining a case (whether voluntary or not) against the Class
A Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Class A Pass Through Trust or any substantial part of its property or ordering the
winding-up or liquidation of the affairs of the Class A Pass Through Trust, (ii)
until one year and one day after the Series B Equipment Notes have been paid in full, it
shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing
the Class B Pass Through Trust or any other Person to invoke the process of any
governmental authority for the purpose of commencing or sustaining a case (whether
voluntary or not) against the Class B Pass Through Trust under any bankruptcy, insolvency
or similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Class B Pass Through Trust or any substantial
part of its property or ordering the winding-up or liquidation of the affairs of the Class
B Pass Through Trust, and (iii) with respect to any Additional Series Equipment
Notes, until one year and one day after such Additional Series Equipment Notes have been
paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in
invoking or causing the



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Additional Series Pass Through Trust or any other Person to invoke the process of any
governmental authority for the purpose of commencing or sustaining a case (whether
voluntary or not) against such Additional Series Pass Through Trust under any bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of such Additional Series Pass Through
Trust or any substantial part of its property or ordering the winding-up or liquidation of
the affairs of such Additional Series Pass Through Trust.



     Section 6.02. Certain Covenants of Company. Company covenants and agrees with Loan
Trustee as follows:




     (a) Further Assurances. On and after the Closing, Company will cause to be
done, executed, acknowledged and delivered such further acts, conveyances and assurances as
Loan Trustee reasonably requests for accomplishing the purposes of this Agreement and the
other Operative Documents; provided that any instrument or other document so
executed by Company will not expand any obligations or limit any rights of Company in
respect of the transactions contemplated by the Operative Documents.




     (b) Filing and Recordation of the Indenture; Registration of International
Interests. Company, at its expense, will cause the Indenture (with the Indenture
Supplement covering the Aircraft attached) to be promptly filed and recorded, or filed for
recording, with the FAA to the extent permitted under the Transportation Code and the rules
and regulations of the FAA thereunder. In addition, on or prior to the Closing Date,
Company will cause the registration of the International Interests (or Prospective
International Interests) created under the Indenture (as supplemented by the Indenture
Supplement with respect to the Aircraft) to be effected on the International Registry in
accordance with the Cape Town Treaty, and shall, as and to the extent applicable, consent
to such registration upon the issuance of a request for such consent by the International
Registry.




     (c) Maintenance of Filings. Company, at its expense, will take, or cause to
be taken, such action with respect to the recording, filing, re-recording and refiling of
the Indenture and any financing statements or other instruments as are necessary to
maintain, so long as the Indenture is in effect, the perfection of the security interests
created by the Indenture or will furnish Loan Trustee timely notice of the necessity of
such action, together with such instruments, in execution form, and such other information
as may be required to enable Loan Trustee to take such action. In addition, Company will
pay any and all recording, stamp and other similar taxes payable in the United States, and
in any other jurisdiction where the Aircraft is registered, in connection with the
execution, delivery, recording, filing, re-recording and refiling of the Indenture or any
such financing



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statements or other instruments. Company will notify Loan Trustee of any change in its
jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial
Code as in effect in the State of Delaware) promptly after making such change or in any
event within the period of time necessary under applicable law to prevent the lapse of
perfection (absent refiling) of financing statements filed under the Operative Documents.




     (d) Maintenance of Corporate Existence. Company shall at all times maintain
its corporate existence except as permitted by Subsection 6.02(e).




     (e) Merger; Consolidation; Transfer of Substantially All Assets. Company shall
not consolidate with or merge into any other Person or convey, transfer or lease
substantially all of its assets as an entirety to any Person, unless:




     (i) the successor or transferee entity shall, if and to the extent required
under Section 1110 in order that Loan Trustee continues to be entitled to any
benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United
States and a Certificated Air Carrier and shall execute and deliver to Loan Trustee
an agreement containing the express assumption by such successor or transferee
entity of the due and punctual performance and observance of each covenant and
condition of the Operative Documents to which Company is a party to be performed or
observed by Company;




     (ii) if the Aircraft is, at the time, registered with the FAA or such Person
is located in a “Contracting State” (as such term is used in the Cape Town Treaty),
such Person makes such filings and recordings with the FAA pursuant to the Act and
registration under the Cape Town Treaty, or if the Aircraft is, at the time, not
registered with the FAA, such Person makes such filings and recordings with the
applicable aviation authority, as are necessary to evidence such consolidation,
merger, conveyance, transfer or lease;




     (iii) immediately after giving effect to such transaction, no Event of Default
shall have occurred and be continuing; and




     (iv) Company shall deliver to Loan Trustee and each Liquidity Provider a
certificate signed by a Responsible Officer of Company, and an opinion of counsel
(which may be the general counsel, a deputy general counsel or an associate general
counsel to Company), each stating that such consolidation, merger, conveyance,
transfer or lease and the assumption agreement mentioned in clause (i) above comply
with this Subsection 6.02(e) and that all conditions precedent herein relating to
such transaction have been complied with (except that such opinion need not



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cover the matters referred to in clause (iii) above and may rely, as to
factual matters, on a certificate of an officer of Company) and, in the case of
such opinion, that such assumption agreement has been duly authorized, executed and
delivered by such successor Person and is enforceable against such successor Person
in accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the rights
of creditors generally and by general principles of equity.




     Upon any consolidation or merger, or any conveyance, transfer or lease of
substantially all of the assets of Company as an entirety in accordance with this
Subsection 6.02(e), the successor Person formed by such consolidation or into which Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, Company under this Agreement
and the other Operative Documents with the same effect as if such successor Person had been
named as Company herein.




     (f) Section 1110. Company shall remain a Certificated Air Carrier for as long
as and to the extent required under Section 1110 in order that Loan Trustee shall be
entitled to any of the benefits of Section 1110 with respect to the Aircraft.




     (g) Additional Information. Promptly after the occurrence of a Triggering
Event or an Indenture Event of Default resulting from the failure of Company to make
payments on any Equipment Note and on every Regular Distribution Date while the Triggering
Event or such Indenture Event of Default shall be continuing, Company will, at the
Subordination Agent’s request from time to time but in any event no more frequently than
once every three months, provide to the Subordination Agent a statement setting forth the
following information with respect to the Aircraft if then subject to the lien of the
Indenture: (A) whether the Aircraft is currently in service or parked in storage,
(B) the maintenance status of the Aircraft, and (C) the location of the
Engines. As used in this Section 6.02(g), the terms “Triggering Event”, “Indenture Event
of Default” and “Regular Distribution Date” shall have the respective meanings set forth in
the Intercreditor Agreement.



ARTICLE 7




MISCELLANEOUS




     Section 7.01. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices required or permitted under the terms and provisions of this Agreement shall be
in English and in writing, and any such notice may be given by United States mail, courier service
or facsimile, and any such notice shall be effective



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when delivered (or, if mailed, three Business Days after deposit, postage prepaid, in the
first class United States mail, and if delivered by facsimile, upon completion of transmission and
confirmation by the sender (by a telephone call to a representative of the recipient or by machine
confirmation) that such transmission was received) addressed as follows:




     if to Company, addressed to:


Delta Air Lines, Inc.

1030 Delta Boulevard

Atlanta, Georgia 30354

Attention: Treasurer, Dept. 856



Telephone: (404) 715-6583

Facsimile: (404) 773-7345



with a copy to the General Counsel at the same address, but Dept. 971



Telephone: (404) 715-7820

Facsimile: (404) 715-7882




     if to any Pass Through Trustee, addressed to:


U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Ref.: Delta 2009-1 EETC

Telephone: (302) 576-3703

Facsimile: (302) 576-3717



with a copy to:



U.S. Bank Trust National Association

One Federal Street

EX-MA-FED, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Ref.: Delta 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




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     if to U.S. Bank, Loan Trustee or Subordination Agent, addressed to:


U.S. Bank Trust National Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Administration

Ref.: Delta 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



or if to any subsequent Noteholder, addressed to such Noteholder at its address set forth in the
Equipment Note Register maintained pursuant to Section 2.07 of the Indenture.




     Any party, by notice to the other parties hereto, may designate different addresses for
subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are
used herein, they mean the provision of formal notice as set forth in this Section 7.01.



     Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and
Agreements. Except as otherwise provided herein, the representations, warranties, indemnities,
covenants and agreements of Company, U.S. Bank, Loan Trustee, Subordination Agent, each Pass
Through Trustee and Noteholders herein, and each of their obligations hereunder, shall survive the
making of the loans, the transfer of any interest by any Noteholder of its Equipment Note and the
expiration or termination (to the extent arising out of acts or events occurring prior to such
expiration) of any Operative Documents.



     Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.



     Section 7.04. Severability. To the extent permitted by applicable law, any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 7.05. No Oral Modifications or Continuing Waivers; Consents. Subject to
Section 9.03 of the Indenture, no terms or provisions of this Agreement may be



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changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against which the enforcement of the change, waiver, discharge or termination is
sought. No such change, waiver, discharge or termination shall be effective unless a signed copy
thereof is delivered to Loan Trustee.




     Section 7.06. Effect of Headings and Table of Contents. The headings of the various
Articles and Sections herein and in the Table of Contents are for convenience of reference only and
do not define or limit any of the terms or provisions hereof.



     Section 7.07. Successors and Assigns. All covenants, agreements, representations and
warranties in this Agreement by Company, by U.S. Bank, individually or as Loan Trustee,
Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the
benefit of and be enforceable by Company, and subject to the terms of Section 6.02(e), its
successors and permitted assigns, each Pass Through Trustee and any successor or other trustee
under the Pass Through Trust Agreement to which it is a party, Subordination Agent and its
successor under the Intercreditor Agreement and Loan Trustee and its successor under the Indenture,
whether so expressed or not.



     Section 7.08. Benefits of Agreement. Subject to the next sentence, nothing in this
Agreement, express or implied, gives to any Person, other than the parties hereto and their
successors hereunder, any benefit or any legal or equitable right, remedy or claim under this
Agreement, except as expressly provided herein. Company agrees and acknowledges that each Liquidity
Provider, and each separate or additional trustee appointed pursuant to Section 8.02 of the
Indenture shall be third party beneficiaries of the covenants and agreements of Company with
respect to the indemnities contained in Section 4.02 and may rely on the covenants and agreements
of Company with respect to such indemnities to the same extent as if the covenants and agreements
of Company with respect to such indemnities were made to each Liquidity Provider directly.



     Section 7.09. Counterparts. This Agreement may be executed in any number of
counterparts. Each of the parties hereto shall not be required to execute the same counterpart.
Each counterpart of this Agreement including a signature page or pages executed by each of the
parties hereto shall be an original counterpart of this Agreement, but all of such counterparts
shall together constitute one instrument.



     Section 7.10. Submission to Jurisdiction. Each of the parties hereto, to the extent
it may do so under applicable law, for purposes hereof and of all other Operative Documents hereby
(a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State
of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York, for the purposes of any suit, action
or other proceeding arising out of this Agreement, the subject matter hereof or any of the
transactions contemplated hereby brought by any party or parties hereto or thereto, or their
successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion,
as a defense, or otherwise, in any such suit,



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action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum,
that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof or any of the transactions contemplated hereby may not be enforced in or by such
courts.




     Section 7.11. Further Assurances. Each party hereto shall execute, acknowledge and
deliver or shall cause to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such further acts and
things, including, without limitation, making or consenting to registrations (or discharges
thereof, as appropriate) with respect to the Indenture on the International Registry and appointing
Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, as its “professional user
entity” (as defined in the Cape Town Treaty) to make or consent to any registrations (or discharges
thereof, as appropriate) on the International Registry with respect to the Airframe or any Engine,
in any case, as any other party hereto shall reasonably request in connection with the
administration of, or to carry out more effectively the purposes of, or to better assure and
confirm into such other party the rights and benefits to be provided under this Agreement, the
other Operative Documents and the Pass Through Documents.



     Section 7.12. Section 1110. It is the intention of each of Company, Noteholders (such
intention being evidenced by each of their acceptance of an Equipment Note), Loan Trustee and other
parties hereto that the security interest created by the Indenture, to the fullest extent available
under applicable law, entitles the Loan Trustee, on behalf of the Noteholders, to all of the
benefits of Section 1110 with respect to the Aircraft, Airframe, Engines and Parts.



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



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 

as Pass Through Trustee under each of 

the Pass Through Trust Agreements

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 

as Subordination Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page




Participation Agreement (2009-1 EETC)

[Reg. No.]




 









 








	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Participation Agreement (2009-1 EETC)

[Reg. No.]




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SCHEDULE I to

PARTICIPATION AGREEMENT




EQUIPMENT NOTES,

PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest	 	Original Principal
	Purchaser	 	Description of Equipment Notes	 	Maturity	 	Rate	 	Amount3
	Delta Air Lines Pass Through
	 	Series
2009-1A-[_____]4
[Reg. No.] Equipment Note[s]
	 	December 17, 2019
	 	 	7.75	%	 	 
	Trust 2009-1A

	 		 		 	 			 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Delta Air Lines Pass Through
	 	Series
2009-1B-[_____]5
[Reg. No.] Equipment Note[s]
	 	December 17, 2016
	 	 	9.75	%	 	 
	Trust 2009-1B

	 		 		 	 			 	 








 




			
	3	 	For each Series, to insert the amount set forth for
such Series in the line captioned “At Issuance” in the “Equipment Note Ending
Balance” column for such Series relating to the relevant aircraft in Appendix V
to the Prospectus relating to Delta Pass Through Certificates, Series 2009-1.
	 
	4	 	To insert numbers 001-27 depending on the applicable
aircraft.
	 
	5	 	To insert numbers 001-27 depending on the applicable
aircraft.





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SCHEDULE II to

PARTICIPATION AGREEMENT




TRUST SUPPLEMENTS




     Trust Supplement No. 2009-1A, dated as of the Issuance Date, between Company and Pass Through
Trustee in respect of Delta Air Lines Pass Through Trust 2009-1A.



     Trust Supplement No. 2009-1B, dated as of the Issuance Date, between Company and Pass Through
Trustee in respect of Delta Air Lines Pass Through Trust 2009-1B.



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Annex A to

Participation Agreement and

Indenture and Security Agreement

([REG. NO.])




DEFINITIONS

([REG. NO.])




     “Additional Insureds” has the meaning specified in Section 7.06(a) of the Indenture.



     “Additional Series” or “Additional Series Equipment Notes” means Equipment
Notes issued under the Indenture and designated as one series (and only one outstanding series at
any time) (other than “Series A” or “Series B”) thereunder, in the principal amount and maturities
and bearing interest as specified in Schedule I to the Indenture amended at the time of original
issuance of such Additional Series under the heading for such series.



     “Additional Series Pass Through Certificates” means the pass through certificates
issued pursuant to any Additional Series Pass Through Trust Agreement.



     “Additional Series Pass Through Trust” means a grantor trust created to facilitate the
issuance and sale of pass through certificates in connection with the issuance of any Additional
Series Equipment Notes.



     “Additional Series Pass Through Trust Agreement” means a Trust Supplement entered into
in connection with the creation of an Additional Series Pass Through Trust, together with the Basic
Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.



     “Additional Series Pass Through Trustee” means U.S. Bank Trust National Association,
in its capacity as trustee under an Additional Series Pass Through Trust Agreement, or any
successor trustee thereto.



     “Affiliate” means with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person. For the purposes of this
definition, “control” (including “controlled by” and “under common control with”) shall mean the
power, directly or indirectly, to direct or cause the direction of the management and policies of
such Person whether through the ownership of voting securities or by contract or otherwise. In no
event shall U.S. Bank be deemed to be an Affiliate of Loan Trustee or vice versa.



     “After-Tax Basis” means that indemnity and compensation payments required to be made
on such basis will be supplemented by the Person paying the base amount by that amount which, when
added to such base amount, and after deduction of all Federal,



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state, local and foreign Taxes required to be paid by or on behalf of the payee with respect
of the receipt or realization of the base amount and any such supplemental amounts, and after
consideration of any current tax savings of such payee resulting by way of any deduction, credit or
other tax benefit actually and currently realized that is attributable to such base amount or Tax,
shall net such payee the full amount of such base amount.




     “Agreement” and “Participation Agreement” mean that certain Participation
Agreement ([REG. NO.]), dated on or before the Closing Date, among Company, U.S. Bank, Pass Through
Trustee under each Pass Through Trust Agreement, Subordination Agent and Loan Trustee, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with its terms.



     “Aircraft” means the Airframe (or any Replacement Airframe substituted therefor
pursuant to Section 7.05 of the Indenture) together with the two Engines described in the Indenture
Supplement originally executed and delivered under the Indenture (or any Replacement Engine that
may from time to time be substituted for any of such Engines pursuant to Section 7.04 or Section
7.05 of the Indenture), whether or not any of such initial or substituted Engines is from time to
time installed on such Airframe or installed on any other airframe or on any other aircraft. The
term “Aircraft” includes any Replacement Aircraft.



     “Aircraft Protocol” means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and
all amendments, supplements, and revisions thereto (and from and after the effective date of the
Cape Town Treaty in the relevant country, means when referring to the Aircraft Protocol with
respect to that country, the Aircraft Protocol as in effect in such country, unless otherwise
indicated).



     “Airframe” means (a) the Boeing [Model] (generic model [Generic Model])
aircraft (except (i) the Engines or engines from time to time installed thereon and any and
all Parts related to such Engine or engines and (ii) Excluded Equipment) specified on Annex
A to the Indenture Supplement originally executed and delivered under the Indenture and (b)
any and all related Parts. The term “Airframe” includes any Replacement Airframe that is
substituted for the Airframe pursuant to Section 7.05 of the Indenture. At such time as any
Replacement Airframe is so substituted and the Airframe for which such substitution is made is
released from the Lien of the Indenture, such replaced Airframe shall cease to be an Airframe under
the Indenture.



     “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101
et seq., as amended from time to time, or any successor statutes thereto.



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     “Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement,
dated as of November 16, 2000, between Company and U.S. Bank (as successor in interest to State
Street Bank and Trust Company of Connecticut, National Association), as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms (but does not
include any Trust Supplement).



     “Business Day” means any day other than a Saturday, a Sunday or a day on which
commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia,
Boston, Massachusetts, Wilmington, Delaware or, if different from the foregoing, the city and state
in which Loan Trustee, the Pass Through Trustee or Subordination Agent maintains its Corporate
Trust Office or receives and disburses funds.



     “Cape Town Convention” means the official English language text of the Convention on
International Interests in Mobile Equipment, adopted on November 16, 2001, at a diplomatic
conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and
from and after the effective date of the Cape Town Treaty in the relevant country, means when
referring to the Cape Town Convention with respect to that country, the Cape Town Convention as in
effect in such country, unless otherwise indicated).



     “Cape Town Treaty” means, collectively, the official English language text of
(a) the Convention on International Interests in Mobile Equipment, and (b) the
Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to
Aircraft Equipment, in each case adopted on November 16, 2001, at a diplomatic conference in Cape
Town, South Africa, and from and after the effective date of the Cape Town Treaty in the relevant
country, means when referring to the Cape Town Treaty with respect to that country, the Cape Town
Treaty as in effect in such country, unless otherwise indicated, and (c) all rules and
regulations adopted pursuant thereto and, in the case of each of the foregoing described in clauses
(a) through (c), all amendments, supplements, and revisions thereto.



     “Certificated Air Carrier” means a Citizen of the United States holding an air carrier
operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49
of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds
or more of cargo or that otherwise is certified or registered to the extent required to fall within
the purview of Section 1110.



     “Citizen of the United States” has the meaning specified for such term in Section
40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States
enacted in substitution or replacement therefor.



     “Claim” has the meaning specified in Section 4.02(a) of the Participation Agreement.



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     “Class A Certificates” means Pass Through Certificates issued by the Class A Pass
Through Trust.



     “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.



     “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.



     “Class A Pass Through Trust” means the Delta Air Lines Pass Through Trust 2009-1A
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No.
2009-1A, dated as of the Issuance Date, between Company and U.S. Bank, as Class A Trustee.



     “Class A Trustee” means the trustee for the Class A Pass Through Trust.



     “Class B Certificates” means Pass Through Certificates issued by the Class B Pass
Through Trust.



     “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.



     “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.



     “Class B Pass Through Trust” means the Delta Air Lines Pass Through Trust 2009-1B
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No.
2009-1B, dated as of the Issuance Date, between Company and U.S. Bank, as Class B Trustee.



     “Class B Trustee” means the trustee for the Class B Pass Through Trust.



     “Closing” has the meaning specified in Section 2.03 of the Participation Agreement.



     “Closing Date” means the date of the closing of the transaction contemplated by the
Operative Documents.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” has the meaning specified in the granting clause of the Indenture.



     “Company” means Delta Air Lines, Inc., and its successors and permitted assigns.



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     “Compulsory Acquisition” means requisition of title or other compulsory acquisition,
capture, seizure, deprivation, confiscation or detention for any reason of the Aircraft by any
government that results in the loss of title or use of the Aircraft by Company (or any Permitted
Lessee) for a period in excess of 180 consecutive days, but shall exclude requisition for use or
hire not involving requisition of title.



     “Confidential Information” has the meaning specified in Section 10.16 of the
Indenture.



     “Controlling Party” has the meaning specified in Section 2.06 of the Intercreditor
Agreement.



     “Corporate Trust Office” has the meaning specified in Section 1.01 of the
Intercreditor Agreement.



     “CRAF Program” means the Civil Reserve Air Fleet Program authorized under 10 U.S.C.
Section 9511 et seq. or any similar or substitute program under the laws of the United States.



     “Debt Rate” means, with respect to any Series of Equipment Notes, (i) the rate
per annum specified for the applicable Series as such in Schedule I to the Indenture (as amended,
in the case of any Additional Series, at the time of original issuance of such Additional Series),
and (ii) for any other purpose, with respect to any period, the weighted average interest
rate per annum during such period borne by the outstanding Equipment Notes, excluding any interest
payable at the Past Due Rate.



     “Defaulted Operative Indenture” means any Operative Indenture (the terms “Event of
Default”, “Equipment Notes” and “Payment Default” used in this definition have the meanings
specified therefor in such Operative Indenture) with respect to which (i) a Payment Default
has occurred and is continuing or an Event of Default described in Section 4.01(a) of such
Operative Indenture has occurred and is continuing or (ii) an Event of Default other than
an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is
continuing and, in any such case, either (x) the Equipment Notes issued thereunder have
been accelerated and such acceleration has not been rescinded and annulled in accordance therewith
or (y) the loan trustee under such Operative Indenture has given Company a notice of its
intention to exercise one or more of the remedies specified in Section 4.02(a) of such Operative
Indenture; provided that in the event of a bankruptcy proceeding under the Bankruptcy Code
under which Company is a debtor, if and so long as the trustee or the debtor agrees to perform and
performs all obligations of Company under such Operative Indenture and the Equipment Notes issued
thereunder in accordance with Section 1110(a)(2) of the Bankruptcy Code and cures defaults under
such Operative Indentures and Equipment Notes to the extent required by Section 1110(a)(2) of the
Bankruptcy Code, such Operative Indenture shall not be a Defaulted Operative Indenture.



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     “Department of Transportation” means the United States Department of Transportation
and any agency or instrumentality of the United States government succeeding to its functions.



     “Deposit Agreement” means, subject to Section 5(f) of the Note Purchase Agreement,
each of the two Deposit Agreements, dated as of the Issuance Date, between Escrow Agent and
Depositary, which relate to the Class A or Class B Pass Through Trust, respectively;
provided that, for purposes of any obligation of Company, no amendment, modification or
supplement to, or substitution or replacement of, any such Deposit Agreement shall be effective
unless consented to by Company.



     “Depositary” means, subject to Section 5(f) of the Note Purchase Agreement, The Bank
of New York Mellon, a New York banking corporation, as Depositary under each Deposit Agreement.



     “Direction” has the meaning specified in Section 2.16 of the Indenture.



     “Dollars” and “$” mean the lawful currency of the United States.



     “Eligible Account” means an account established by and with an Eligible Institution at
the request of Loan Trustee, which institution agrees, for all purposes of the UCC including
Article 8 thereof, that (a) such account shall be a “securities account” (as defined in
Section 8-501(a) of the NY UCC), (b) such institution is a “securities intermediary” (as
defined in Section 8-102(a)(14) of the NY UCC), (c) all property (other than cash) credited
to such account shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the
NY UCC), (d) Loan Trustee shall be the “entitlement holder” (as defined in Section
8-102(a)(7) of the NY UCC) in respect of such account, (e) it will comply with all
entitlement orders issued by Loan Trustee to the exclusion of Company, (f) it will waive or
subordinate in favor of Loan Trustee all claims (including, without limitation, claims by way of
security interest, lien or right of set-off or right of recoupment), and (g) the “securities
intermediary jurisdiction” (under Section 8-110(e) of the NY UCC) shall be the State of New York.



     “Eligible Institution” means the corporate trust department of (a) U.S. Bank
or any other Person that becomes a successor Loan Trustee under the Indenture, in each case, acting
solely in its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY
UCC), or (b) a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any U.S. branch of a
foreign bank), which has a Long-Term Rating from Moody’s of at least A3 (or its equivalent) and A
(or its equivalent) from S&P.



     “Engine” means (a) each of the two [Engine Manufacturer Model] engines
(generic manufacturer and model [Generic Manufacturer and Model]), listed by manufacturer’s serial
number and further described on Annex A to the Indenture



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Supplement originally executed and delivered under the Indenture, whether or not from time to
time installed on the Airframe or installed on any other airframe or on any other aircraft and
(b) any Replacement Engine substituted for an Engine pursuant to Section 7.04 or 7.05 of
the Indenture; together in each case with any and all related Parts but excluding Excluded
Equipment. At such time as a Replacement Engine is so substituted and the Engine for which
substitution is made is released from the Lien of the Indenture, such replaced Engine shall cease
to be an Engine under the Indenture.




     “Equipment Note” means and includes any equipment notes issued under the Indenture in
the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the
Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to
Section 2.07 or 2.08 of the Indenture.



     “Equipment Note Register” has the meaning specified in Section 2.07 of the Indenture.



     “Equipment Note Registrar” has the meaning specified in Section 2.07 of the Indenture.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA as in effect at the date of the Participation Agreement and any subsequent
provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.



     “Escrow Agent” means U.S. Bank National Association, a national banking association,
as escrow agent under each Escrow Agreement, or any successor agent thereto.



     “Escrow Agreement” means each of the two Escrow and Paying Agent Agreements, dated as
of the Issuance Date, among Escrow Agent, Paying Agent, Underwriters and one of the Pass Through
Trustees, which relate to the Class A Pass Through Trust or the Class B Pass Through Trust;
provided that, for purposes of any obligation of Company, no amendment, modification or
supplement to, or substitution or replacement of, any Escrow Agreement shall be effective unless
consented to by Company.



     “Event of Default” has the meaning specified in Section 4.01 of the Indenture.



     “Event of Loss” means, with respect to the Aircraft, Airframe or any Engine, any of
the following events with respect to such property:



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     (a) the loss of such property or of the use thereof due to destruction, damage beyond repair
or rendition of such property permanently unfit for normal use for any reason whatsoever;



     (b) any damage to such property which results in an insurance settlement with respect to such
property on the basis of a total loss, a compromised total loss or a constructive total loss;



     (c) the theft, hijacking or disappearance of such property for a period in excess of 180
consecutive days;



     (d) the requisition for use or hire of such property by any government (other than a
requisition for use or hire by a Government or the government of the country of registry of the
Aircraft) that results in the loss of possession of such property by Company (or any Permitted
Lessee) for a period in excess of 12 consecutive months;



     (e) the operation or location of the Aircraft, while under requisition for use by any
government, in any area excluded from coverage by any insurance policy in effect with respect to
the Aircraft required by the terms of Section 7.06 of the Indenture, unless Company shall have
obtained indemnity or insurance in lieu thereof from such government;



     (f) any Compulsory Acquisition;



     (g) as a result of any law, rule, regulation, order or other action by the FAA or other
government of the country of registry, the use of the Aircraft or Airframe in the normal business
of air transportation is prohibited by virtue of a condition affecting all aircraft of the same
type for a period of 18 consecutive months, unless Company is diligently carrying forward all steps
that are necessary or desirable to permit the normal use of the Aircraft or Airframe or, in any
event, if such use is prohibited for a period of three consecutive years; and



     (h) with respect to an Engine only, any divestiture of title to or interest in an Engine or
any event with respect to an Engine that is deemed to be an Event of Loss with respect to such
Engine pursuant to Section 7.02(a)(vii) of the Indenture.



     An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to the Airframe unless Company elects to substitute a Replacement Airframe
pursuant to Section 7.05(a)(i) of the Indenture.



     “Excluded Equipment” means (i) defibrillators, enhanced emergency medical kits
and other medical equipment, (ii) airphones and other components or systems installed on or
affixed to the Airframe that are used to provide individual telecommunications or electronic
entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage



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carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley
inserts, and other branded passenger convenience or service items, (iv) any items,
equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or
systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any
Permitted Lessee subject to a conditional sales agreement or a security interest (other than the
security interest granted under the Indenture), and (v) cargo containers.




     “FAA” means the United States Federal Aviation Administration and any agency or
instrumentality of the United States government succeeding to its functions.



     “FAA Bill of Sale” means the bill of sale for the Aircraft on AC Form 8050-2 executed
by Manufacturer or an affiliate of Manufacturer in favor of Company and recorded with the FAA.



     “Federal Funds Rate” means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day for such
transactions received by U.S. Bank from three Federal funds brokers of recognized standing selected
by it.



     “Government” means the government of any of Canada, France, Germany, Japan, The
Netherlands, Sweden, Switzerland, the United Kingdom or the United States and any instrumentality
or agency thereof.



     “Indemnitee” has the meaning specified in Section 4.02(b) of the Participation
Agreement.



     “Indenture” means that certain Indenture and Security Agreement ([REG. NO.]), dated as
of the Closing Date, between Company and Loan Trustee, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, including supplementation by an
Indenture Supplement pursuant to the Indenture.



     “Indenture Indemnitee” means (i) Loan Trustee, (ii) U.S. Bank,
(iii) each separate or successor or additional trustee appointed pursuant to Section 8.02
of the Indenture, (iv) so long as it holds any Equipment Notes or Related Equipment Notes
as agent and trustee of any Pass Through Trustee, Subordination Agent, (v) each Liquidity
Provider, (vi) so long as it is the holder of any Equipment Notes or Related Equipment
Notes, each Pass Through Trustee, (vii) Paying Agent, (viii) Escrow Agent, and
(ix) any of their respective successors and permitted assigns in such capacities,
directors, officers,



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employees, agents and servants. No holder of a Pass Through Certificate in its capacity as
such shall be an Indenture Indemnitee.




     “Indenture Supplement” means a supplement to the Indenture, substantially in the form
of Exhibit A to the Indenture, which particularly describes the Aircraft, and any Replacement
Airframe and/or Replacement Engine, included in the property subject to the Lien of the Indenture.



     “Insurance Threshold” is the amount set forth as the Insurance Threshold in Exhibit C
to the Indenture.



     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among Pass Through Trustees, Liquidity Providers and Subordination Agent, as the
same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms; provided that, for purposes of any obligations of Company, no amendment,
modification or supplement to, or substitution or replacement of, such Intercreditor Agreement
shall be effective unless consented to by Company.



     “Interests” has the meaning specified in Section 7.06(a) of the Indenture.



     “International Interest” has the meaning ascribed to the defined term “international
interest” under the Cape Town Treaty.



     “International Registry” means the international registry established pursuant to the
Cape Town Treaty.



     “Issuance Date” means November 24, 2009.



     “Lease” means any lease permitted by the terms of Section 7.02(a) of the Indenture.



     “Lien” means any mortgage, pledge, lien, encumbrance, lease, sublease, sub-sublease or
security interest.



     “Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the
Class B Liquidity Facility.



     “Liquidity Providers” means, collectively, Class A Liquidity Provider and Class B
Liquidity Provider.



     “Loan Amount” has the meaning specified in Section 7.06(c) of the Indenture.



     “Loan Trustee” has the meaning specified in the introductory paragraph of the
Indenture.



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     “Loan Trustee Liens” means any Lien attributable to U.S. Bank or Loan Trustee with
respect to the Aircraft, any interest therein or any other portion of the Collateral arising as a
result of (i) claims against U.S. Bank or Loan Trustee not related to its interest in the
Aircraft or the administration of the Collateral pursuant to the Indenture, (ii) acts of
U.S. Bank or Loan Trustee not permitted by, or the failure of U.S. Bank or Loan Trustee to take any
action required by, the Operative Documents or the Pass Through Documents, (iii) claims
against U.S. Bank or Loan Trustee relating to Taxes or Claims that are excluded from the
indemnification provided by Section 4.02 of the Participation Agreement pursuant to said Section
4.02 or (iv) claims against U.S. Bank or Loan Trustee arising out of the transfer by any
such party of all or any portion of its interest in the Aircraft, the Collateral, the Operative
Documents or the Pass Through Documents, except while an Event of Default is continuing and prior
to the time that Loan Trustee has received all amounts due to it pursuant to the Indenture.



     “Long-Term Rating” has the meaning specified in the Intercreditor Agreement.



     “Loss Payment Date” has the meaning specified in Section 7.05(a) of the Indenture.



     “Majority in Interest of Noteholders” means, as of a particular date of determination
and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate
unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment
Notes held by Company or any Affiliate thereof, it being understood that a Pass Through Trustee
shall be considered an Affiliate of Company as long as more than 50% in the aggregate face amount
of Pass Through Certificates issued by the corresponding Pass Through Trust are held by Company or
an Affiliate of Company or a Pass Through Trustee is otherwise under the control of Company or such
Affiliate of Company (unless all Equipment Notes then outstanding are held by Company or any
Affiliate thereof, including Pass Through Trustees which are considered Affiliates of Company
pursuant hereto); provided that for the purposes of directing any action or casting any
vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or
Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the
principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such
action, vote, consent, waiver or instruction.



     “Make —Whole Amount” means, with respect to any Equipment Note, the amount (as
determined by an independent investment banker selected by Company (and, following the occurrence
and during the continuance of an Event of Default, reasonably acceptable to Loan Trustee)), if any,
by which (i) the present value of the remaining scheduled payments of principal and
interest from the redemption date to maturity of such Equipment Note computed by discounting each
such payment on a semiannual basis from its respective Payment Date (assuming a 360-day year of
twelve 30 day months) using a discount rate equal to the Treasury Yield plus the Make-Whole Spread
exceeds



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(ii) the outstanding principal amount of such Equipment Note plus accrued but unpaid
interest thereon to the date of redemption. For purposes of determining the Make-Whole Amount,
“Treasury Yield” means, at the date of determination, the interest rate (expressed as a
semiannual equivalent and as a decimal rounded to the number of decimal places as appears in the
Debt Rate of such Equipment Note and, in the case of United States Treasury bills, converted to a
bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to
maturity for United States Treasury securities maturing on the Average Life Date and trading in the
public securities market either as determined by interpolation between the most recent weekly
average constant maturity, non-inflation-indexed series yield to maturity for two series of United
States Treasury securities, trading in the public securities markets, (A) one maturing as
close as possible to, but earlier than, the Average Life Date and (B) the other maturing as
close as possible to, but later than, the Average Life Date, in each case as reported in the most
recent H.15(519) or, if a weekly average constant maturity, non-inflation indexed series yield to
maturity for United States Treasury securities maturing on the Average Life Date is reported in the
most recent H.15(519), such weekly average yield to maturity as reported in such H.15(519).
“H.15(519)” means the weekly statistical release designated as such, or any successor
publication, published by the Board of Governors of the Federal Reserve System. The date of
determination of a Make-Whole Amount shall be the third Business Day prior to the applicable
redemption date and the “most recent H.15(519)” means the latest H.15(519) published prior
to the close of business on the third Business Day prior to the applicable redemption date.
“Average Life Date” means, for each Equipment Note to be redeemed, the date which follows
the redemption date by a period equal to the Remaining Weighted Average Life at the redemption date
of such Equipment Note. “Remaining Weighted Average Life” of an Equipment Note, at the
redemption date of such Equipment Note, means the number of days equal to the quotient obtained by
dividing: (i) the sum of the products obtained by multiplying (A) the amount of
each then remaining installment of principal, including the payment due on the maturity date of
such Equipment Note, by (B) the number of days from and including the redemption date to
but excluding the scheduled Payment Date of such principal installment by (ii) the then
unpaid principal amount of such Equipment Note.




     “Make-Whole Spread” means, with respect to any Series of Equipment Notes, the
percentage specified for the applicable Series as such in Schedule I to the Indenture (as amended,
in the case of any Additional Series, at the time of original issuance of such Additional Series).



     “Manufacturer” means The Boeing Company, a Delaware corporation, and its successors
and assigns.



     “Manufacturer’s Consent” means the Manufacturer’s Consent and Agreement to Assignment
of Warranties, dated as of the Closing Date, substantially in the form of Exhibit D to the
Participation Agreement.



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     “Minimum Insurance Amount” has the meaning specified in Section 7.06(a) of the
Indenture.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Noteholder” means any Person in whose name an Equipment Note is registered on the
Equipment Note Register (including, for so long as it is the registered holder of any Equipment
Notes, Subordination Agent on behalf of Pass Through Trustees pursuant to the provisions of the
Intercreditor Agreement).



     “Noteholder Liens” means any Lien attributable to any Noteholder on or against the
Aircraft, any interest therein or any other portion of the Collateral, arising out of any claim
against such Noteholder that is not related to the Operative Documents or Pass Through Documents,
or out of any act or omission of such Noteholder that is not related to the transactions
contemplated by, or that constitutes a breach by such Noteholder of its obligations under, the
Operative Documents or the Pass Through Documents.



     “Note Purchase Agreement” means the Note Purchase Agreement, dated as of the Issuance
Date, among Company, Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustee under
each Pass Through Trust Agreement providing for, among other things, the issuance and sale of
certain equipment notes, as the same may be amended, supplemented or otherwise modified from time
to time in accordance with its terms.



     “NY UCC” means UCC as in effect in the State of New York.



     “Operative Documents” means, collectively, the Participation Agreement, the Indenture,
each Indenture Supplement, the Manufacturer’s Consent and the Equipment Notes.



     “Operative Indentures” means, as of any date, each “Indenture” (as such term is
defined in the Note Purchase Agreement), including the Indenture, whether any other “Indenture”
shall have been entered into before or after the date of the Indenture, but only if as of such date
all “Equipment Notes” (as defined in each such “Indenture”) are held by “Subordination Agent” under
the “Intercreditor Agreement”, as such terms are defined in each such “Indenture”.



     “Other Party Liens” means any Lien attributable to Pass Through Trustee (other than in
its capacity as Noteholder), Subordination Agent (other than in its capacity as Noteholder) or any
Liquidity Provider on or against the Aircraft, any interest therein, or any other portion of the
Collateral arising out of any claim against such party that is not related to the Operative
Documents or Pass Through Documents, or out of any act or omission of such party that is not
related to the transactions contemplated by, or that



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constitutes a breach by such party of its obligations under, the Operative Documents or the
Pass Through Documents.




     “Participation Agreement” has the meaning set forth under the definition of
“Agreement”.



     “Parts” means any and all appliances, parts, instruments, appurtenances, accessories,
furnishings and other equipment of whatever nature (other than (a) complete Engines or
engines and (b) Excluded Equipment), so long as the same are incorporated or installed in
or attached to the Airframe or any Engine or so long as the same are subject to the Lien of the
Indenture in accordance with the terms of Section 7.04 thereof after removal from the Airframe or
any Engine.



     “Pass Through Certificates” means the pass through certificates issued by Pass Through
Trustees (and any other pass through certificates for which such pass through certificates may be
exchanged).



     “Pass Through Documents” means the Pass Through Trust Agreements, the Note Purchase
Agreement, the Escrow Agreements, the Deposit Agreements, the Intercreditor Agreement and the
Liquidity Facilities.



     “Pass Through Trust” means each of the two separate grantor trusts created pursuant to
the Pass Through Trust Agreements to facilitate certain of the transactions contemplated by the
Operative Documents.



     “Pass Through Trust Agreement” means each of the two separate Trust Supplements
relating to the Pass Through Trusts, together in each case with the Basic Pass Through Trust
Agreement, as the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.



     “Pass Through Trustee” has the meaning specified in the introductory paragraph to the
Participation Agreement.



     “Pass Through Trustees” means, collectively, Pass Through Trustees under each Pass
Through Trust Agreement.



     “Past Due Rate” means the lesser of (a) with respect to (i) any
payment made to a Noteholder under any Series of Equipment Notes, the Debt Rate then applicable to
such Series plus 1% and (ii) any other payment made under any Operative Document to any
other Person, the Debt Rate plus 1% (computed on the basis of a year of 360 days comprised of
twelve 30-day months) and (b) the maximum rate permitted by applicable law.



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     “Paying Agent” means U.S. Bank, as paying agent under each Escrow Agreement, and any
successor agent thereto.



     “Payment Date” means, for any Equipment Note, each June 17 and December 17, commencing
with [___]6.



     “Payment Default” means the occurrence of an event that would give rise to an Event of
Default under Section 4.01(a) of the Indenture upon the giving of notice or the passing of time or
both.



     “Permitted Investments” means each of (a) direct obligations of the United
States and agencies thereof; (b) obligations fully guaranteed by the United States;
(c) certificates of deposit issued by, or bankers’ acceptances of, or time deposits with,
any bank, trust company or national banking association incorporated or doing business under the
laws of the United States or one of the states thereof having combined capital and surplus and
retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or
better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any
nationally recognized rating organization in the United States); (d) commercial paper of
any holding company of a bank, trust company or national banking association described in clause
(c); (e) commercial paper of companies having a Short-Term Rating assigned to such
commercial paper by either Moody’s or S&P (or, if neither such organization then rates such
commercial paper, by any nationally recognized rating organization in the United States) equal to
either of the two highest ratings assigned by such organization; (f) Dollar-denominated
certificates of deposit issued by, or time deposits with, the European subsidiaries of (i)
any bank, trust company or national banking association described in clause (c), or (ii)
any other bank or financial institution described in clause (g), (h) or (j) below; (g)
United States-issued Yankee certificates of deposit issued by, or bankers’ acceptances of, or
commercial paper issued by, any bank having combined capital and surplus and retained earnings of
at least $100,000,000 and headquartered in Canada, Japan, the United Kingdom, France, Germany,
Switzerland or The Netherlands and having a Long-Term Rating of A, its equivalent or better by
Moody’s or S&P (or, if neither such organization then rates such institutions, by any nationally
recognized rating organization in the United States); (h) Dollar-denominated time deposits
with any Canadian bank having a combined capital and surplus and retained earnings of at least
$100,000,000 and having a Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if
neither such organization then rates such institutions, by any nationally recognized rating
organization in the United States); (i) Canadian Treasury Bills fully hedged to Dollars;
(j) repurchase agreements with any





 




			
	6	 	With respect to the Equipment Notes for the 2009
Aircraft (as defined in the Note Purchase Agreement), insert “June 17, 2010”
and with respect to the Equipment Notes for the 2000-1 Aircraft, insert the
first June 17 or December 17, as the case may be, to occur after the issuance
of such Equipment Notes.





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financial institution having combined capital and surplus and retained earnings of at least
$100,000,000 collateralized by transfer of possession of any of the obligations described in
clauses (a) through (i) above; (k) bonds, notes or other obligations of any state of the
United States, or any political subdivision of any state, or any agencies or other
instrumentalities of any such state, including, but not limited to, industrial development bonds,
pollution control revenue bonds, public power bonds, housing bonds, other revenue bonds or any
general obligation bonds, that, at the time of their purchase, such obligations have a Long-Term
Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then
rates such obligations, by any nationally recognized rating organization in the United States);
(1) bonds or other debt instruments of any company, if such bonds or other debt
instruments, at the time of their purchase, have a Long-Term Rating of A, its equivalent or better
by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally
recognized rating organization in the United States); (m) mortgage backed securities
(i) guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation or the Government National Mortgage Association or having a Long-Term Rating of AAA,
its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such
obligations, by any nationally recognized rating organization in the United States) or, if unrated,
deemed to be of a comparable quality by Loan Trustee and (ii) having an average life not to
exceed one year as determined by standard industry pricing practices presently in effect;
(n) asset-backed securities having a Long-Term Rating of A, its equivalent or better by
Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally
recognized rating organization in the United States) or, if unrated, deemed to be of a comparable
quality by Loan Trustee; and (o) such other investments approved in writing by Loan
Trustee; provided that the instruments described in the foregoing clauses shall have a
maturity no later than the earliest date when such investments may be required for distribution.
The bank acting as Pass Through Trustee or Loan Trustee is hereby authorized, in making or
disposing of any investment described herein, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting as an agent of Pass
Through Trustee or Loan Trustee or for any third person or dealing as principal for its own
account.




     “Permitted Lessee” means any Person to whom Company is permitted to lease the Airframe
or any Engine pursuant to Section 7.02(a) of the Indenture.



     “Permitted Lien” has the meaning specified in Section 7.01 of the Indenture.



     “Person” means any person, including any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, trustee,
unincorporated organization or government or any agency or political subdivision thereof.



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     “Prospective International Interest” has the meaning ascribed to the defined term
“prospective international interest” under the Cape Town Treaty.



     [“Purchase Agreement” means Purchase Agreement No. 2022, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October
21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.]7



     [“Purchase Agreement” means Purchase Agreement No. 2023, dated as of October 21, 1997
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October
21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.]8



     [“Purchase Agreement” means Purchase Agreement No. 2024, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October
21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.]9



     [“Purchase Agreement” means Purchase Agreement No. 2026, dated as of October 21, 1997
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL, dated as of October
21, 1997, between Manufacturer and Company, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.]10



     “Rating Agencies” has the meaning specified in the Intercreditor Agreement.



     “Related Additional Series Equipment Note” means, with respect to any particular
series of Additional Series Equipment Notes and as of any date, an “Additional Series Equipment
Note”, as defined in each Related Indenture, having the same designation (i.e., “Series C” or the
like) as such Additional Series Equipment Notes, but only if as of such date it is held by the
“Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such
Related Indenture.





 




			
	7	 	To be inserted for 737-832 or 737-732 aircraft.
	 
	8	 	To be inserted for 757-232 aircraft.
	 
	9	 	To be inserted for 767-332ER aircraft.
	 
	10	 	To be inserted for 777-232LR aircraft.





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     “Related Equipment Note” means, as of any date, an “Equipment Note” as defined in each
Related Indenture, but only if as of such date it is held by “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in such Related Indenture.



     “Related Indemnitee Group” has the meaning specified in Section 4.02(b) of the
Participation Agreement.



     “Related Indenture” means each Operative Indenture (other than the Indenture).



     “Related Indenture Bankruptcy Default” means any “Event of Default” under Section
4.01(f), (g), (h) or (i) of any Related Indenture, determined without giving effect to any
applicable grace period.



     “Related Indenture Event of Default” means any “Event of Default” under any Related
Indenture.



     “Related Indenture Indemnitee” means each Related Noteholder.



     “Related Loan Trustee” means “Loan Trustee” as defined in each Related Indenture.



     “Related Make-Whole Amount” means the “Make-Whole Amount”, as defined in each Related
Indenture.



     “Related Noteholder” means a registered holder of a Related Equipment Note.



     “Related Secured Obligations” means, as of any date, the outstanding principal amount
of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest
(including, to the extent permitted by applicable law, post-petition interest) due thereon in
accordance with such Related Indenture as of such date, Related Make-Whole Amount, if any, with
respect thereto in accordance with such Related Indenture as of such date, and any other amounts
payable as of such date under the “Operative Documents” (as defined in each Related Indenture).



     “Related Series A Equipment Note” means, as of any date, a “Series A Equipment Note”,
as defined in each Related Indenture, but only if as of such date it is held by the “Subordination
Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.



     “Related Series B Equipment Note” means, as of any date, a “Series B Equipment Note”,
as defined in each Related Indenture, but only if as of such date it is held by the “Subordination
Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.



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     “Replacement Aircraft” means the Aircraft of which a Replacement Airframe is part.



     “Replacement Airframe” means a Boeing [Model] aircraft or a comparable or improved
model of Manufacturer (except (a) Engines or engines from time to time installed thereon
and any and all Parts related to such Engine or engines and (b) Excluded Equipment), that
shall have been made subject to the Lien of the Indenture pursuant to Section 7.05 thereof,
together with all Parts relating to such aircraft.



     “Replacement Engine” means [Engine Manufacturer and Model] engine (or an engine of the
same or another manufacturer of a comparable or an improved model and suitable for installation and
use on the Airframe with the other Engine (or any other Replacement Engine being substituted
simultaneously therewith)) that is made subject to the Lien of the Indenture pursuant to Section
7.04 or Section 7.05 thereof, together with all Parts relating to such engine.



     “Replacement Liquidity Facility” has the meaning set forth in the Intercreditor
Agreement.



     “Replacement Liquidity Provider” has the meaning set forth in the Intercreditor
Agreement.



     “Responsible Officer” means, with respect to Company, its Chairman of the Board, its
President, its Chief Operating Officer, any Executive Vice President, any Senior Vice President,
the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the Secretary.



     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business.



     “Section 1110” means Section 1110 of the Bankruptcy Code.



     “Secured Obligations” has the meaning specified in Section 2.06 of the Indenture.



     “Securities Account” has the meaning specified in Section 3.07 of the Indenture.



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Securities Intermediary” has the meaning specified in Section 3.07 of the Indenture.



     “Series” means any series of Equipment Notes, including the Series A Equipment Notes,
the Series B Equipment Notes or any Additional Series Equipment Notes.



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     “Series A” or “Series A Equipment Notes” means Equipment Notes issued and
designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and
maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes”
and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the
Indenture.



     “Series B” or “Series B Equipment Notes” means Equipment Notes issued and
designated as “Series B Equipment Notes” under the Indenture, in the original principal amount and
maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment Notes”
and bearing interest at the Debt Rate for Series B Equipment Notes specified in Schedule I to the
Indenture.



     “Short-Term Rating” has the meaning specified in the Intercreditor Agreement.



     “Subordination Agent” has the meaning specified in the introductory paragraph of the
Participation Agreement.



     “Tax” and “Taxes” mean all governmental fees (including, without limitation,
license, filing and registration fees) and all taxes (including, without limitation, franchise,
excise, stamp, value added, income, gross receipts, sales, use and property taxes), withholdings,
assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any
related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or
assessed by any country, taxing authority or governmental subdivision thereof or therein or by any
international authority, including any taxes imposed on any Person as a result of such Person being
required to collect and pay over withholding taxes.



     “Transportation Code” means that portion of Title 49 of the United States Code
comprising those provisions formerly referred to as the Federal Aviation Act of 1958, as amended,
or any subsequent legislation that amends, supplements or supersedes such provisions.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
time.



     “Trust Supplements” means those agreements supplemental to the Basic Pass Through
Trust Agreement referred to in Schedule II to the Participation Agreement.



     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.



     “Underwriter” means each of the underwriters identified as such in the Underwriting
Agreement.



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     “Underwriting Agreement” means that certain Underwriting Agreement, dated as of
November 18, 2009, among Company and underwriters named therein, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.



     “United States” means the United States of America.



     “U.S. Bank” has the meaning specified in the introductory paragraph of the
Participation Agreement.



     “Warranty Bill of Sale” means the warranty (as to title) bill of sale covering the
Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of Company and
specifically referring to each Engine, as well as the Airframe, constituting a part of the
Aircraft.



     “Warranty Rights” means all right and interest of Company in, to and under Parts 1, 2,
3, 4 and 6 of the Product Assurance Document attached as Exhibit C to the Aircraft General Terms
Agreement AGTA-DAL, dated as of October 21, 1997, but only to the extent the same relate to
continuing rights of Company in respect of any warranty or indemnity, express or implied, pursuant
to the Product Assurance Document with respect to the Airframe, it being understood that the
Warranty Rights exclude any and all other right, title and interest of Company in, to and under the
Purchase Agreement and that the Warranty Rights are subject to the terms of the Manufacturer’s
Consent.



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