exv4w15






Exhibit 4.15




Exhibit C to Note Purchase Agreement




 





INDENTURE AND SECURITY AGREEMENT




([Reg. No.])




Dated as of                      ___, 20___1




between




DELTA AIR LINES, INC.,




and




U.S. BANK TRUST NATIONAL ASSOCIATION,




as Loan Trustee




One Boeing [Model]

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

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




 







 




			
	1	 	To insert the relevant Closing Date.





Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]





 









 








Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Definitions
	 	 	5	 
	Section 1.02

	 	Other Definitional Provisions
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE EQUIPMENT NOTES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Form of Equipment Notes
	 	 	5	 
	Section 2.02

	 	Issuance and Terms of Equipment Notes
	 	 	12	 
	Section 2.03

	 	Method of Payment
	 	 	14	 
	Section 2.04

	 	Withholding Taxes
	 	 	15	 
	Section 2.05

	 	Application of Payments
	 	 	15	 
	Section 2.06

	 	Termination of Interest in Collateral
	 	 	15	 
	Section 2.07

	 	Registration, Transfer and Exchange of Equipment Notes
	 	 	16	 
	Section 2.08

	 	Mutilated, Destroyed, Lost or Stolen Equipment Notes
	 	 	17	 
	Section 2.09

	 	Payment of Expenses on Transfer; Cancellation
	 	 	18	 
	Section 2.10

	 	Mandatory Redemption of Equipment Notes
	 	 	18	 
	Section 2.11

	 	Voluntary Redemption of Equipment Notes
	 	 	18	 
	Section 2.12

	 	Redemptions; Notice of Redemptions; Repurchases
	 	 	19	 
	Section 2.13

	 	Subordination
	 	 	20	 
	Section 2.14

	 	Certain Payments
	 	 	21	 
	Section 2.15

	 	Repayment of Monies for Equipment
Note Payments Held by Loan Trustee
	 	 	23	 
	Section 2.16

	 	Directions by Subordination Agent
	 	 	23	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE COLLATERAL
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Basic Distributions
	 	 	24	 
	Section 3.02

	 	Event of Loss; Optional Redemption
	 	 	25	 
	Section 3.03

	 	Payments After Event of Default
	 	 	26	 
	Section 3.04

	 	Certain Payments
	 	 	31	 
	Section 3.05

	 	Payments to Company
	 	 	31	 
	Section 3.06

	 	Cooperation
	 	 	32	 
	Section 3.07

	 	Securities Account
	 	 	32	 






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Table of Contents

(Continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	EVENTS OF DEFAULT; REMEDIES OF LOAN TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Events of Default
	 	 	33	 
	Section 4.02

	 	Remedies
	 	 	35	 
	Section 4.03

	 	Remedies Cumulative
	 	 	39	 
	Section 4.04

	 	Discontinuance of Proceedings
	 	 	39	 
	Section 4.05

	 	Waiver of Past Defaults
	 	 	39	 
	Section 4.06

	 	Noteholders May Not Bring Suit Except Under Certain Conditions
	 	 	39	 
	Section 4.07

	 	Appointment of a Receiver
	 	 	40	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DUTIES OF LOAN TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Notice of Event of Default
	 	 	41	 
	Section 5.02

	 	Action upon Instructions; Certain Rights and Limitations
	 	 	41	 
	Section 5.03

	 	Indemnification
	 	 	42	 
	Section 5.04

	 	No Duties Except as Specified in Indenture or Instructions
	 	 	42	 
	Section 5.05

	 	No Action Except under Indenture or Instructions
	 	 	42	 
	Section 5.06

	 	Investment of Amounts Held by Loan Trustee
	 	 	42	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	LOAN TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Acceptance of Trusts and Duties
	 	 	43	 
	Section 6.02

	 	Absence of Certain Duties
	 	 	44	 
	Section 6.03

	 	No Representations or Warranties as to the Documents
	 	 	44	 
	Section 6.04

	 	No Segregation of Monies; No Interest
	 	 	44	 
	Section 6.05

	 	Reliance; Agents; Advice of Counsel
	 	 	44	 
	Section 6.06

	 	Instructions from Noteholders
	 	 	45	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	OPERATING COVENANTS OF COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Liens
	 	 	45	 
	Section 7.02

	 	Possession, Operation and Use, Maintenance and Registration
	 	 	46	 
	Section 7.03

	 	Inspection; Financial Information
	 	 	54	 
	Section 7.04

	 	Replacement and Pooling of Parts; Alterations, Modifications and Additions; Substitution of Engines
	 	 	55	 






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Table of Contents

(Continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 7.05

	 	Loss, Destruction or Requisition
	 	 	57	 
	Section 7.06

	 	Insurance
	 	 	63	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SUCCESSOR AND ADDITIONAL TRUSTEES	 	 	 	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Resignation or Removal; Appointment of Successor
	 	 	71	 
	Section 8.02

	 	Appointment of Additional and Separate Trustees
	 	 	72	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AMENDMENTS AND WAIVERS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Amendments to this Indenture without Consent of Holders
	 	 	74	 
	Section 9.02

	 	Amendments to this Indenture with Consent of Holders
	 	 	76	 
	Section 9.03

	 	Amendments, Waivers, Etc. of the Participation Agreement
	 	 	77	 
	Section 9.04

	 	Revocation and Effect of Consents
	 	 	77	 
	Section 9.05

	 	Notation on or Exchange of Equipment Notes
	 	 	77	 
	Section 9.06

	 	Trustee Protected
	 	 	78	 
	Section 9.07

	 	No Consent of Individual Indenture Indemnitees Required
	 	 	78	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE X	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	Section 10.01

	 	Termination of Indenture
	 	 	78	 
	Section 10.02

	 	No Legal Title to Collateral in Noteholders
	 	 	78	 
	Section 10.03

	 	Sale of Aircraft by Loan Trustee is Binding
	 	 	79	 
	Section 10.04

	 	Indenture for Benefit of Company, Loan Trustee and Noteholders
	 	 	79	 
	Section 10.05

	 	Notices
	 	 	79	 
	Section 10.06

	 	Severability
	 	 	80	 
	Section 10.07

	 	No Oral Modification or Continuing Waivers
	 	 	80	 
	Section 10.08

	 	Successors and Assigns
	 	 	81	 
	Section 10.09

	 	Headings
	 	 	81	 
	Section 10.10

	 	Normal Commercial Relations
	 	 	81	 
	Section 10.11

	 	Voting by Noteholders
	 	 	81	 
	Section 10.12

	 	Section 1110
	 	 	81	 
	Section 10.13

	 	Company’s Performance and Rights
	 	 	81	 
	Section 10.14

	 	Counterparts
	 	 	82	 
	Section 10.15

	 	Governing Law
	 	 	82	 
	Section 10.16

	 	Confidential Information
	 	 	82	 
	Section 10.17

	 	Submission to Jurisdiction
	 	 	82	 






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Table of Contents

(Continued)




	 	 	 	 
	 	 	 	Page
	Exhibit A

	 	Form of Indenture Supplement	 
	Exhibit B

	 	List of Permitted Countries	 
	Exhibit C

	 	Certain Terms	 
	 
	 	 	 
	Schedule I

	 	Description of Equipment Notes	 
	Schedule II

	 	Pass Through Trust Agreement and Pass Through Trust Supplements	 
	 
	 	 	 
	Annex A

	 	Definitions	 






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INDENTURE AND SECURITY AGREEMENT




([REG. NO.])




     This INDENTURE AND SECURITY AGREEMENT ([REG. NO.]), dated as of                                         ,
20                    2, is made by and between DELTA AIR LINES, INC., a Delaware corporation (together
with its successors and permitted assigns, “Company”), and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity, except as expressly
stated herein, but solely as Loan Trustee hereunder (together with its permitted successors
hereunder, “Loan Trustee”).



W I T N E S S E T H:




     WHEREAS, the parties desire by this Indenture (such term and other capitalized terms used
herein without definition being defined as provided in Article I), among other things, to provide
for (i) the issuance by Company of the Equipment Notes specified on Schedule I hereto and
Additional Series, and (ii) the assignment, mortgage and pledge by Company to Loan Trustee,
as part of the Collateral hereunder, among other things, of all of Company’s estate, right, title
and interest in and to the Aircraft, as security for, among other things, Company’s obligations to
Loan Trustee, for the equal and proportionate benefit and security of Noteholders, Indenture
Indemnitees and Related Indenture Indemnitees, subject to Section 2.13 and Article III;



     WHEREAS, all things have been done to make the Equipment Notes of the Series listed on
Schedule I hereto, when executed by Company and authenticated and delivered by Loan Trustee
hereunder, the valid, binding and enforceable obligations of Company; and



     WHEREAS, all things necessary to make this Indenture a legal, valid and binding obligation of
Company for the uses and purposes herein set forth, in accordance with its terms, have been done
and performed and have occurred;



GRANTING CLAUSE




     NOW, THEREFORE, (x) to secure the prompt and complete payment (whether at stated
maturity, by acceleration or otherwise) of principal of, Make-Whole Amount, if any, and interest
on, the Equipment Notes and all other Secured Obligations (other than any Related Secured
Obligations) payable by Company under the Operative Documents and the performance and observance by
Company of all the agreements and covenants to be performed or observed by Company for the benefit
of Noteholders and Indenture Indemnitees contained in the Operative Documents and (y) to
secure the Related Secured Obligations, and in consideration of the premises and of the covenants
contained in the





 




			
	2	 	To insert the relevant Closing Date.





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Operative Documents and the Related Indentures, and for other good and valuable consideration
given by Noteholders, Indenture Indemnitees and Related Indenture Indemnitees to Company at or
before the Closing Date, the receipt and adequacy of which is hereby acknowledged, Company does
hereby grant, bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto Loan
Trustee and its successors in trust and permitted assigns, for the security and benefit of
Noteholders, each Indenture Indemnitee and each Related Indenture Indemnitee, a first priority
security interest in, and mortgage lien on, all estate, right, title and interest of Company in, to
and under, all and singular, the following described properties, rights, interests and privileges,
whether now owned or hereafter acquired (which, collectively, together with all property hereafter
specifically subject to the Lien of this Indenture by the terms hereof or any supplement hereto,
are included within, and are referred to as, the “Collateral”):




     (1) the Aircraft, including the Airframe and the Engines, whether or not any such Engine from
time to time is installed on the Airframe or any other airframe or any other aircraft, and any and
all Parts relating thereto, and, to the extent provided herein, all substitutions and replacements
of, and additions, improvements, accessions and accumulations to, the Aircraft, including the
Airframe, the Engines and any and all Parts (in each case other than Excluded Equipment) relating
thereto (such Airframe and Engines as more particularly described in the Indenture Supplement
executed and delivered with respect to the Aircraft on the Closing Date or with respect to any
substitutions or replacements therefor) and together with all logs, manuals, modification and
maintenance records at any time required to be maintained with respect to the Aircraft in
accordance with the rules and regulations of the FAA if the Aircraft is registered under the laws
of the United States or the rules and regulations of the government of the country of registry if
the Aircraft is registered under the laws of a jurisdiction other than the United States;



     (2) the Warranty Rights, together with all rights, powers, privileges, options and other
benefits of Company under the same;



     (3) all requisition proceeds with respect to the Aircraft or any Part thereof, and all
insurance proceeds with respect to the Aircraft or any Part thereof, but excluding all proceeds of,
and rights under, any insurance maintained by Company and not required, or in excess of that
required, under Section 7.06(b);



     (4) all moneys and securities held by Loan Trustee pursuant to paragraph (ix) of clause
“third” of Section 3.03, all rents, revenues and other proceeds collected by Loan Trustee pursuant
to Section 4.02(a), all moneys and securities from time to time paid or deposited or required to be
paid or deposited to or with Loan Trustee by or for the account of Company pursuant to any term of
any Operative Document and held or required to be held by Loan Trustee hereunder or thereunder,
including the Securities Account and all monies and securities deposited into the Securities
Account; and



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     (5) all proceeds of the foregoing;



     PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event
of Default shall have occurred and be continuing, Company shall have the right, to the exclusion of
Loan Trustee, (i) to quiet enjoyment of the Aircraft, the Airframe, the Parts and the
Engines, and to possess, use, retain and control the Aircraft, the Airframe, the Parts and the
Engines and all revenues, income and profits derived therefrom and (ii) with respect to the
Warranty Rights, to exercise in Company’s name all rights and powers of the Buyer (as defined in
the Purchase Agreement) under the Warranty Rights and to retain any recovery or benefit resulting
from the enforcement of any warranty or indemnity or other obligation under the Warranty Rights;
provided, further, that notwithstanding the occurrence and continuation of an Event
of Default, Loan Trustee shall not enter into any amendment or modification of the Purchase
Agreement that would alter the rights, benefits or obligations of Company thereunder;



     TO HAVE AND TO HOLD all and singular the aforesaid property unto Loan Trustee, and its
successors and permitted assigns, in trust for the equal and proportionate benefit and security of
Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, except as otherwise provided
in this Indenture, including Section 2.13 and Article III, without any priority of any one
Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority
of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason
whatsoever, and for the uses and purposes and in all cases and as to all property specified in
paragraphs (1) through (5) inclusive above, subject to the terms and provisions set forth in this
Indenture.



     It is expressly agreed that notwithstanding anything herein to the contrary, Company shall
remain liable under the Purchase Agreement to perform all of its obligations thereunder, and,
except to the extent expressly provided in any Operative Document, none of Loan Trustee, any
Noteholder, any other Indenture Indemnitee or any Related Indenture Indemnitee shall be required or
obligated in any manner to perform or fulfill any obligations of Company under or pursuant to any
Operative Document, or have any obligation or liability under the Purchase Agreement by reason of
or arising out of the assignment hereunder, or to make any inquiry as to the nature or sufficiency
of any payment received by it, or present or file any claim or take any action to collect or
enforce the payment of any amount that may have been assigned to it or to which it may be entitled
at any time or times.



     Notwithstanding anything herein to the contrary (but without in any way releasing Company from
any of its duties or obligations under the Purchase Agreement), Loan Trustee, Noteholders, other
Indenture Indemnitees and Related Indenture Indemnitees confirm for the benefit of Manufacturer
that in exercising any rights under the Warranty Rights, or in making any claim with respect to the
Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase
Agreement, the terms and



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[Reg. No.]





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conditions of the Purchase Agreement relating to the Warranty Rights, including, without
limitation, the warranty disclaimer provisions for the benefit of Manufacturer, shall apply to and
be binding upon Loan Trustee, Noteholders, other Indenture Indemnitees and Related Indenture
Indemnitees to the same extent as Company. Company hereby directs Manufacturer, so long as an
Event of Default shall have occurred and be continuing, to pay all amounts, if any, payable to
Company pursuant to the Warranty Rights directly to Loan Trustee to be held and applied as provided
herein. Nothing contained herein shall subject Manufacturer to any liability to which it would not
otherwise be subject under the Purchase Agreement or modify in any respect the contract rights of
Manufacturer thereunder except as provided in the Manufacturer’s Consent.




     Subject to the terms and conditions hereof, Company does hereby irrevocably constitute Loan
Trustee the true and lawful attorney of Company (which appointment is coupled with an interest)
with full power (in the name of Company or otherwise) to ask for, require, demand and receive any
and all monies and claims for monies (in each case including insurance and requisition proceeds)
due and to become due to Company under or arising out of the Purchase Agreement (to the extent
assigned hereby), and all other property which now or hereafter constitutes part of the Collateral,
to endorse any checks or other instruments or orders in connection therewith and to file any claims
or to take any action or to institute any proceedings which Loan Trustee may deem to be necessary
or advisable in the premises; provided that Loan Trustee shall not exercise any such rights
except during the continuance of an Event of Default. Company agrees that, promptly upon receipt
thereof, to the extent required by the Operative Documents, it will transfer to Loan Trustee any
and all monies from time to time received by Company constituting part of the Collateral, for
distribution by Loan Trustee pursuant to this Indenture.



     Company does hereby warrant and represent that it has not sold, assigned or pledged, and
hereby covenants and agrees that it will not sell, assign or pledge, so long as this Indenture
shall remain in effect and the Lien hereof shall not have been released pursuant to the provisions
hereof, any of its estate, right, title or interest hereby assigned, to any Person other than Loan
Trustee, except as otherwise provided in or permitted by any Operative Document.



     Company agrees that at any time and from time to time, upon the written request of Loan
Trustee, Company shall promptly and duly execute and deliver or cause to be duly executed and
delivered any and all such further instruments and documents as Loan Trustee may reasonably deem
necessary to perfect, preserve or protect the mortgage, security interests and assignments created
or intended to be created hereby or to obtain for Loan Trustee the full benefit of the assignment
hereunder and of the rights and powers herein granted; provided that any instrument or
other document so executed by Company will not expand any obligations or limit any rights of
Company in respect of the transactions contemplated by the Operative Documents.



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     IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:



ARTICLE I




Definitions




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



     Section 1.02 Other Definitional Provisions.



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



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



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



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



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



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



ARTICLE II




The Equipment Notes




     Section 2.01 Form of Equipment Notes. The Equipment Notes shall be substantially in
the form set forth below:



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THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE
MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT
AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE
IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION
AGREEMENT REFERRED TO HEREIN.



DELTA AIR LINES, INC.




SERIES 2009-1[__]-[___]




EQUIPMENT NOTE DUE [MATURITY DATE]




ISSUED IN CONNECTION WITH THE BOEING MODEL [MODEL] (GENERIC MODEL [GENERIC MODEL]) AIRCRAFT BEARING

UNITED STATES REGISTRATION NUMBER [REG. NO.]




			
	No. _________
	 	Date: __________
	 	 	 
	INTEREST RATE
	 	MATURITY DATE
	 	 	 
	__________
	 	_______________






     DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”)
hereby promises to pay to , or the registered assignee thereof, the principal amount of
___Dollars ($___) [on
___] 3 [in installments on the
Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by
multiplying the original principal amount of this Equipment Note by the percentage set forth in
Schedule I hereto opposite the Payment Date on which such
installment is due,] 4 and to
pay interest in arrears on each Payment Date at the Debt Rate on the principal amount remaining
unpaid from time





 




			
	3	 	To be inserted in non-installment Equipment Notes.
	 
	4	 	To be inserted in installment Equipment Notes.





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to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from
the date hereof, or from the most recent date to which interest hereon has been paid or duly
provided for, until paid in full. [Notwithstanding the foregoing, the final payment made on this
Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount
and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note.]
5 Notwithstanding anything to the contrary contained herein, if any date on which a payment
under this Equipment Note becomes due and payable is not a Business Day, then such payment shall
not be made on such scheduled date but shall be made on the next succeeding Business Day with the
same force and effect as if made on such scheduled date, and if payment is made on such next
succeeding Business Day, no interest shall accrue on the amount of such payment from and after such
scheduled date.




     For purposes hereof, the term “Indenture” means the Indenture and Security Agreement ([Reg.
No.]), dated as of _________ ___, 20___, between Company and U.S. Bank Trust National Association,
as Loan Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms. All capitalized terms used in this
Equipment Note and not defined herein, unless the context otherwise requires, shall have the
respective meanings set forth or incorporated by reference, and shall be construed and interpreted
in the manner described, in the Indenture.



     This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the
Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any
principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any,
interest, and any other amounts payable hereunder not paid when due for any period during which the
same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not
paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by
acceleration or otherwise).



     There shall be maintained an Equipment Note Register for the purpose of registering transfers
and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of
any successor trustee, in the manner provided in Section 2.07 of the Indenture.



     The principal amount and interest and other amounts due hereunder shall be payable in Dollars
in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise
provided in the Indenture. Company shall not have any responsibility for the distribution of any
such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date
such payment is due and without any





 




			
	5	 	To be inserted in installment Equipment Notes.





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presentment or surrender of this Equipment Note, except that in the case of any final payment
with respect to this Equipment Note, the Equipment Note shall be surrendered to Loan Trustee for
cancellation.




     The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided
in the Indenture, including the subordination provisions referred to below, each payment of an
installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder
shall be applied: first, to the payment of accrued interest on this Equipment Note (as
well as any interest on (i) any overdue principal amount, and (ii) to the extent
permitted by law, any overdue Make-Whole Amount, if any, any overdue interest and any other overdue
amounts hereunder) to the date of such payment; second, to the payment of Make-Whole
Amount, if any, with respect to this Equipment Note; third, to the payment of the principal
amount of this Equipment Note (or portion thereof) then due hereunder, if any; and fourth,
the balance, if any, remaining thereafter to the payment of installments of the principal amount of
this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity.



     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been
or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by
Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note
are subject to the Indenture, the Related Indentures, the Participation Agreement, the other
Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the
Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through
Documents for a complete statement of the rights and obligations of the holder of, and the nature
and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under
each Related Indenture) and the rights and obligations of the holders of, and the nature and extent
of the security for, any other Equipment Notes executed and delivered under the Indenture, to all
of which terms and conditions in the Indenture, the Related Indentures, the Participation
Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees
by its acceptance of this Equipment Note.



     As provided in the Indenture and subject to certain limitations therein set forth, this
Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the
same Series of different authorized denominations, as requested by the holder surrendering the
same. Prior to the due presentment for registration of transfer of this Equipment Note, Company
and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on
the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving
all amounts payable with respect to this Equipment Note and for all purposes, and neither Company
nor Loan Trustee shall be affected by notice to the contrary.



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     This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of
the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided
in Section 4.02 of the Indenture.



     This Equipment Note is subject to certain restrictions set forth in Section 4.01(a)(ii) and
4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture,
to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by
its acceptance of this Equipment Note.



     The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or
distribution shall be made on or in respect of the Secured Obligations (as defined in the
Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder,
including, without limitation, any payment or distribution of cash, property or securities after
the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the
commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the
Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article
III of the applicable Related Indenture, as appropriate.



     The
indebtedness evidenced by this Equipment Note is[,]6 [(i) to the extent
and in the manner provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of the Secured Obligations in respect of [Series A Equipment
Notes]7
[Series A Equipment Notes and Series B Equipment Notes]8, and certain
other Secured Obligations, and
(ii)]9 to the extent and in the manner provided
in each Related Indenture, subordinate and subject in right of payment to the prior payment in full
of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related
Indenture, and this Equipment Note is issued subject to such provisions. The Noteholder of this
Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs Loan Trustee or the Related Loan Trustee under the applicable
Related Indenture, as appropriate, on such Noteholder’s behalf to take any action necessary or
appropriate to effectuate the subordination as provided in this Indenture or the applicable Related
Indenture and (c) appoints Loan Trustee or the Related Loan Trustee under the applicable
Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such purpose.





 




			
	6	 	To be inserted in the case of a Series A Equipment
Note.
	 
	7	 	To be inserted in the case of a Series B Equipment Note.
	 
	8	 	To be inserted in the case of an Additional Series
Equipment Note.
	 
	9	 	To be inserted in the case of a Series B Equipment Note
or an Additional Series Equipment Note.





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     [Without limiting the foregoing, the Noteholder of this Equipment Note, by accepting the same,
agrees that if such Noteholder, in its capacity as a Noteholder, receives any payment or
distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to
receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in
trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to
be applied as provided in Article III of the Indenture.]10



     Unless the certificate of authentication hereon has been executed by or on behalf of Loan
Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



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



     IN WITNESS WHEREOF, Company has caused this Equipment Note to be executed in its corporate
name by its officer thereunto duly authorized on the date hereof.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



LOAN TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Equipment Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Loan

Trustee

 	 





 




			
	10	 	To be inserted in the case of any Equipment Note other
than Series A Equipment Note.





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	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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SCHEDULE I11




EQUIPMENT NOTE AMORTIZATION




			
	 
	 
	 	Percentage of Original
	 
	 	Principal Amount
	Payment Date
	 	to be Paid






[SEE “EQUIPMENT NOTES AMORTIZATION” ON SCHEDULE I TO INDENTURE]




* * *




     Section 2.02 Issuance and Terms of Equipment Notes. The Equipment Notes (other than
Additional Series Equipment Notes) shall be dated the date of issuance thereof, shall be issued in
(a) separate Series consisting of Series A Equipment Notes and Series B Equipment Notes and
(b) the maturities and principal amounts and shall bear interest at the applicable Debt
Rates specified in Schedule I. On the Closing Date, each Series A Equipment Note and Series B
Equipment Note shall be issued to Subordination Agent on behalf of each of Pass Through Trustees
for the applicable Pass Through Trust created under the Pass Through Trust Agreements referred to
in Schedule II. Subject to compliance with the conditions set forth in Section 4(a)(v) of the Note
Purchase Agreement, Section 2.02 of the Participation Agreement and Section 8.01(d) of the
Intercreditor Agreement, Company shall have the option to issue Additional Series Equipment Notes
at any time and from time to time. One separate series of Additional Series Equipment Notes may be
issued at any time and such series of Additional Series Equipment Notes shall be dated the date of
original issuance thereof and shall have such maturities, principal amounts and interest rate as
specified in an amendment to this Indenture. The Equipment Notes shall be issued in registered
form only. The Equipment Notes shall be issued in denominations of $1,000 and integral multiples
thereof, except that one Equipment Note of each Series may be in an amount that is not an integral
multiple of $1,000. Without limitation of the foregoing, new Series B Equipment Notes or
Additional Series Equipment Notes may be issued pursuant to the provisions of Section 2.11(b).



     Each Equipment Note shall bear interest at the Debt Rate specified for the applicable Series
(calculated on the basis of a year of 360 days comprised of twelve 30-day months), payable in
arrears on each Payment Date on the unpaid principal amount thereof from time to time outstanding
from the most recent Payment Date to which interest has been paid or duly provided for (or, if no
interest has been so paid or provided for, from the date of issuance of such Equipment Note) until
such principal amount is





 




			
	11	 	To be inserted in installment Equipment Notes.





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paid in full, as further provided in the form of Equipment Note set forth in Section 2.01.
The principal amount of each Series A Equipment Note and each Series B Equipment Note shall be
payable in installments or in a single payment on the Payment Dates set forth in Schedule I to such
Equipment Note, each such installment, if any, to be in an amount computed by multiplying the
original principal amount of such Equipment Note by the corresponding percentage set forth in
Schedule I hereto applicable to such Series, the applicable portion of which shall be attached as
Schedule I to such Equipment Note, opposite the Payment Date on which such installment is due.
Additional Series Equipment Note, if issued, shall be payable in installments or in a single
payment as set forth in an amendment to this Indenture, and if payable in installments, such
installments shall be calculated as set forth in the preceding sentence. Notwithstanding the
foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to
discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other
amounts due under, such Equipment Note. Each Equipment Note shall bear interest, payable on
demand, at the Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360
days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by
applicable law) Make-Whole Amount, if any, interest and any other amounts payable thereunder not
paid when due for any period during which the same is overdue, in each case for the period the same
is overdue. Amounts shall be overdue under an Equipment Note if not paid in the manner provided
herein when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding
anything to the contrary contained herein, if any date on which a payment hereunder or under any
Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made
on such scheduled date but shall be made on the next succeeding Business Day with the same force
and effect as if made on such scheduled date, and if such payment is made on such next succeeding
Business Day, no interest shall accrue on the amount of such payment from and after such scheduled
date.




     The Equipment Notes shall be executed on behalf of Company by the manual or facsimile
signature of one of its authorized officers. Equipment Notes bearing the signatures of individuals
who were at the time of execution the proper officers of Company shall bind Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Equipment Notes or did not hold such offices at the respective
dates of such Equipment Notes. No Equipment Note shall be secured by or entitled to any benefit
under this Indenture or be valid or obligatory for any purposes unless there appears on such
Equipment Note a certificate of authentication in the form provided herein executed by Loan Trustee
by the manual signature of one of its authorized officers, and such certificate upon any Equipment
Notes shall be conclusive evidence, and the only evidence, that such Equipment Note has been duly
authenticated and delivered hereunder.



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     Section 2.03 Method of Payment. The principal amount of, interest on, Make-Whole
Amount, if any, and, except to the extent expressly provided herein, all other amounts due under
each Equipment Note or otherwise payable hereunder shall be payable by Company in Dollars by wire
transfer of immediately available funds not later than 10:00 a.m. (New York City time) on the due
date of payment to Loan Trustee at the Corporate Trust Office for distribution among Noteholders in
the manner provided herein, and payment of such amount by Company to Loan Trustee shall be deemed
to satisfy Company’s obligation to make such payment. Company shall not have any responsibility
for the distribution of such payment to any Noteholder. Notwithstanding the foregoing or any
provision in any Equipment Note to the contrary, Loan Trustee will use reasonable efforts to pay or
cause to be paid, if so directed in writing by any Noteholder (with a copy to Company), all amounts
paid by Company hereunder and under such Noteholder’s Equipment Note or Equipment Notes to such
Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III) by
transferring, or causing to be transferred, by wire transfer of immediately available funds in
Dollars, prior to 12:00 noon (New York City time) on the due date of payment, to an account
maintained by such Noteholder with a bank located in the continental United States the amount to be
distributed to such Noteholder, for credit to the account of such Noteholder maintained at such
bank; provided that, in the event the Equipment Notes are not held by Subordination Agent
on behalf of Pass Through Trustees, Loan Trustee shall, unless instructed by Company to use another
method, pay such amounts by check mailed to Noteholder’s address as it appears on the Equipment
Note Register. If, after its receipt of funds at the place and prior to the time specified above
in the immediately preceding sentence, Loan Trustee fails (other than as a result of a failure of
Noteholder to provide it with wire transfer instructions) to make any such payment required to be
paid by wire transfer as provided in the immediately preceding sentence on the Business Day it
receives such funds, Loan Trustee, in its individual capacity and not as trustee, agrees to
compensate such Noteholders for loss of use of funds at the Federal Funds Rate until such payment
is made and Loan Trustee shall be entitled to any interest earned on such funds until such payment
is made. Any payment made hereunder shall be made without any presentment or surrender of any
Equipment Note, except that, in the case of the final payment in respect of any Equipment Note,
such Equipment Note shall be surrendered to Loan Trustee for cancellation. Notwithstanding any
other provision of this Indenture to the contrary, Loan Trustee shall not be required to make, or
cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is
practicable for Loan Trustee to do so in view of the time of day when the funds to be so
transferred were received by it if such funds were received after 1:00 p.m. (New York City time) at
the place of payment, in which case Loan Trustee shall make such required payment on the next
succeeding Business Day. So long as any signatory to the Participation Agreement or nominee
thereof shall be a registered Noteholder, all payments to it shall be made to the account of such
Noteholder specified in Schedule I to the Participation Agreement and otherwise in the manner
provided in or pursuant to the Participation Agreement



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unless it shall have specified some other account or manner of payment by notice to Loan
Trustee consistent with this Section 2.03.



     Section 2.04 Withholding Taxes. Loan Trustee shall exclude and withhold at the
appropriate rate from each payment of principal amount of, interest on, Make-Whole Amount, if any,
and other amounts due hereunder or under each Equipment Note (which exclusion and withholding shall
constitute payment of such amounts payable hereunder or in respect of such Equipment Notes, as
applicable) any and all withholding taxes applicable thereto as required by law. Loan Trustee
agrees to act as such withholding agent and, in connection therewith, whenever any present or
future taxes or similar charges are required to be withheld with respect to any amounts payable
hereunder or in respect of the Equipment Notes, to withhold such amounts (which withholding shall
constitute payment of such amounts payable hereunder or in respect of such Equipment Notes, as
applicable) and timely pay the same to the appropriate authority in the name of and on behalf of
Noteholders, that it will file any necessary withholding tax returns or statements when due, and
that as promptly as possible after the payment thereof it will deliver to each Noteholder (with a
copy to Company) appropriate documentation showing the payment thereof, together with such
additional documentary evidence as any such Noteholder may reasonably request from time to time.
Loan Trustee agrees to file any other information reports it is required to file under United
States law.



     Section 2.05 Application of Payments. Subject always to Section 2.13 and except as
otherwise provided in Article III, in the case of each Equipment Note, each payment of an
installment of principal amount, Make-Whole Amount, if any, and interest paid thereon shall be
applied:




     first, to the payment of accrued interest on such Equipment Note (as well as
any interest on (i) any overdue principal amount, and (ii) to the extent
permitted by law, any overdue Make-Whole Amount, if any, any overdue interest and any other
overdue amounts thereunder) to the date of such payment;




     second, to the payment of Make-Whole Amount, if any, with respect to such
Equipment Note;




     third, to the payment of the principal amount of such Equipment Note (or
portion thereof) then due thereunder, if any; and




     fourth, the balance, if any, remaining thereafter, to the payment of
installments of the principal amount of such Equipment Note (or portion thereof) remaining
unpaid in the inverse order of their maturity.



     Section 2.06 Termination of Interest in Collateral. No Noteholder, Indenture
Indemnitee or Related Indenture Indemnitee shall, as such, have any further interest in, or other
right with respect to, the Collateral when and if (i) the principal amount of, Make-



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Whole Amount, if any, and interest (including, to the extent permitted by applicable law,
post-petition interest and interest on any overdue amounts) on and all other amounts due under all
Equipment Notes held by such Noteholder and all other sums then due and payable to such Noteholder
or Indenture Indemnitee, as the case may be, hereunder (including, without limitation, under
Section 2.14) and under the Participation Agreement by Company and (ii) all Related Secured
Obligations ((i) and (ii), collectively, “Secured Obligations”) have been paid in full.




     Section 2.07 Registration, Transfer and Exchange of Equipment Notes. Loan Trustee
shall keep a register or registers (the “Equipment Note Register”) in which Loan Trustee
shall provide for the registration of Equipment Notes and the registration of transfers of
Equipment Notes. No such transfer shall be given effect unless and until registration hereunder
shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of
Loan Trustee. Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of
registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any
Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment
Note to Loan Trustee at the Corporate Trust Office, together with a written request from the
registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying,
in the case of a surrender for transfer, the name and address of the new holder or holders. Upon
surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section
2.09, Company shall execute, and Loan Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Equipment Notes of an equal aggregate
principal amount and of the same Series. At the option of Noteholder, Equipment Notes may be
exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal
aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to Loan Trustee
at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange,
Company shall execute, and Loan Trustee shall authenticate and deliver, the Equipment Notes which
Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any
registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under
Section 2.08 or otherwise under this Indenture) shall be the valid obligations of Company
evidencing the same respective obligations, and entitled to the same security and benefits under
this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange.
Every Equipment Note presented or surrendered for registration of transfer shall (if so required by
Company or Loan Trustee) be duly endorsed or be accompanied by a written instrument of transfer in
form satisfactory to Loan Trustee, duly executed by Noteholder or such Noteholder’s attorney duly
authorized in writing, and Company and Loan Trustee shall require evidence satisfactory to it as to
the compliance of any such transfer with the Securities Act and the securities laws of any
applicable state or jurisdiction. Loan Trustee shall make a notation on each new Equipment Note of
the amount of all payments of principal amount previously made on the old Equipment Note or
Equipment Notes with respect to



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which such new Equipment Note is issued and the date to which interest on such old Equipment
Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed
to have been paid on such new Equipment Note to the date on which such amounts have been paid on
such old Equipment Note. Company shall not be required to exchange any surrendered Equipment Notes
as provided above (a) during the ten-day period preceding the due date of any payment on
such Equipment Note or (b) that has been called for redemption. Company and Loan Trustee
shall in all cases deem and treat the Person in whose name any Equipment Note has been issued and
registered on the Equipment Note Register as the absolute owner and Noteholder of such Equipment
Note for the purpose of receiving payment of all amounts payable with respect to such Equipment
Note and for all other purposes, and neither Company nor Loan Trustee shall be affected by any
notice to the contrary. Loan Trustee will promptly notify Company of each registration of a
transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an
Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the
Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to
Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting
the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an
Equipment Note: (i) agrees to the applicable provisions of Sections 6.01, 7.10 and 7.11 of
the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to
the parties to the Participation Agreement as to the matters represented, warranted and covenanted
by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii)
agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor
Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not
to give any direction to, or otherwise authorize, Loan Trustee to take any action that would
violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance
by Noteholder and any transferee of the requirements set forth in this Section 2.07 and in Section
2.09, Loan Trustee and Company shall use all reasonable efforts to issue new Equipment Notes upon
transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for
transfer or exchange.




     Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes. If any Equipment
Note becomes mutilated, destroyed, lost or stolen, Company shall, upon the written request of the
holder of such Equipment Note and subject to satisfaction of this Section 2.08 and of Section 2.09,
execute and Loan Trustee shall authenticate and deliver in replacement thereof a new Equipment Note
of the same Series, payable in the same principal amount, dated the same date and captioned as
issued in connection with the Aircraft. If the Equipment Note being replaced has become mutilated,
such Equipment Note shall be surrendered to Loan Trustee, and a photocopy thereof shall be
furnished to Company. If the Equipment Note being replaced has been destroyed, lost or stolen, the
holder of such Equipment Note shall furnish to Company and Loan Trustee such security or indemnity
as may be required by them to save Company and Loan Trustee harmless



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and evidence satisfactory to Company and Loan Trustee of the destruction, loss or theft of
such Equipment Note and of the ownership thereof.




     Section 2.09 Payment of Expenses on Transfer; Cancellation.



     (a) No service charge shall be made to a Noteholder for any registration of transfer or
exchange of Equipment Notes, but Loan Trustee, as Equipment Note Registrar, may require payment of
a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Equipment Notes.



     (b) Loan Trustee shall cancel all Equipment Notes surrendered for replacement, redemption,
transfer, exchange, payment or cancellation, shall keep a copy of such canceled Equipment Notes,
and shall send the original canceled Equipment Notes marked “canceled” to Company.



     Section 2.10 Mandatory Redemption of Equipment Notes. Company shall redeem the
Equipment Notes in whole in connection with an Event of Loss in respect of the Airframe or the
Airframe and the Engines installed thereon (unless Company has performed the option set forth in
Section 7.05(a)(i) with respect thereto) on or before the Loss Payment Date at a redemption price
equal to 100% of the unpaid principal amount thereof, together with all accrued and unpaid interest
thereon to (but excluding) the date of redemption and all other Secured Obligations (other than any
Related Secured Obligations) owed or then due and payable to Noteholders, but without any
Make-Whole Amount.



     Section 2.11 Voluntary Redemption of Equipment Notes.



     (a) Except as provided in Section 2.11(b), all (but not less than all) of the Equipment Notes
may be redeemed by Company at any time upon at least 30 days’ revocable prior written notice to
Loan Trustee and Noteholders, and such Equipment Notes shall be redeemed in whole at a redemption
price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid
interest thereon to (but excluding) the date of redemption and all other Secured Obligations (other
than any Related Secured Obligations) owed or then due and payable to Noteholders, plus Make-Whole
Amount, if any; provided that no redemption shall be permitted under this Section 2.11(a)
unless, simultaneously with such redemption, the Related Equipment Notes shall also be redeemed.



     (b) All of the Series B Equipment Notes or all of the Additional Series Equipment Notes may be
redeemed by Company upon at least 30 days’ revocable prior written notice to Loan Trustee and
Noteholders of each Series to be redeemed, and the Equipment Notes shall be redeemed in whole at a
redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and
unpaid interest thereon to



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(but excluding) the date of redemption and all other Secured Obligations (other than any
Related Secured Obligations) owed or then due and payable to Noteholders of such Series, plus
Make-Whole Amount, if any; provided that:





     (i) no redemption shall be permitted under this Section 2.11(b) unless, simultaneously
with such redemption, the Related Series B Equipment Notes (in the case of redemption
hereunder of Series B Equipment Notes) or the Related Additional Series Equipment Notes in
respect of the Additional Series Equipment Notes being redeemed (in the case of redemption
hereunder of any Additional Series Equipment Notes), as the case may be, shall also be
redeemed; and




     (ii) if, simultaneously with such redemption, new Series B Equipment Notes (in the
case of redemption hereunder of Series B Equipment Notes) or new Additional Series
Equipment Notes (in the case of redemption hereunder of Additional Series Equipment Notes),
which, in any such case, may have terms different from those of the redeemed Equipment
Notes, are being issued, such new Equipment Notes shall be issued in accordance with
Section 2.02 of the Participation Agreement, Section 4(a)(v) of the Note Purchase Agreement
and Section 8.01(c) of the Intercreditor Agreement.



     (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b), so long as Company or
any of its Affiliates beneficially owns 100% of the Pass Through Certificates issued by any Pass
Through Trustee, the redemption price shall not include, and no Noteholder shall have any right to
otherwise claim, any Make-Whole Amount with respect to the Series of Equipment Notes issued to
Subordination Agent for the benefit of such Pass Through Trustee.



     Section 2.12 Redemptions; Notice of Redemptions; Repurchases.



     (a) No redemption of any Equipment Note may be made except to the extent and in the manner
expressly permitted by this Indenture. Company may at any time repurchase any of the Equipment
Notes not held by Subordination Agent at any price and may hold or resell such Equipment Notes or
surrender such Equipment Notes to Loan Trustee for cancellation.



     (b) Notice of redemption with respect to the Equipment Notes shall be given by Loan Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the
applicable redemption date, to each Noteholder of such Equipment Notes to be redeemed, at such
Noteholder’s address appearing in the Equipment Note Register; provided that such notice
shall be revocable by written notice from Company to Loan Trustee given no later than three days
prior to the redemption date. All notices of redemption shall state: (1) the redemption
date, (2) the applicable basis for determining the redemption price, (3) that on
the redemption date, the redemption price will become due and payable upon each such Equipment
Note, and that,



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if any such Equipment Notes are then outstanding, interest on such Equipment Notes shall cease
to accrue on and after such redemption date and (4) the place or places where such
Equipment Notes are to be surrendered for payment of the redemption price.




     (c) On or before the redemption date, Company (or any person on behalf of Company) shall, to
the extent an amount equal to the redemption price for the Equipment Notes to be redeemed on the
redemption date shall not then be held by Loan Trustee, deposit or cause to be deposited with Loan
Trustee by 10:00 a.m. (New York City time) on the redemption date in immediately available funds
the redemption price of the Equipment Notes to be redeemed.



     (d) Notice of redemption having been given as aforesaid (and not revoked as permitted by this
Section 2.12), the Equipment Notes to be redeemed shall, on the redemption date, become due and
payable at the Corporate Trust Office of Loan Trustee, and from and after such redemption date
(unless there is a default in the payment of the redemption price) any such Equipment Notes then
outstanding shall cease to bear interest. Upon surrender of any such Equipment Note for redemption
in accordance with said notice, such Equipment Note shall be redeemed at the redemption price.



     Section 2.13 Subordination.



     (a) The indebtedness evidenced by the Series B Equipment Notes is, to the extent and in the
manner provided in this Indenture, subordinate and subject in right of payment to the prior payment
in full of the Secured Obligations in respect of the Series A Equipment Notes, and the Series B
Equipment Notes are issued subject to such provisions. The indebtedness evidenced by the
Additional Series Equipment Notes, if issued, shall be, to the extent and in the manner provided in
this Indenture (as may be amended in connection with any such issuance of Additional Series
Equipment Notes), subordinate and subject in right of payment to the prior payment in full of the
Secured Obligations in respect of the Series A Equipment Notes and the Series B Equipment Notes,
and any Additional Series Equipment Notes, if issued, shall be issued subject to such provisions.
The indebtedness evidenced by the Series A Equipment Notes and Series B Equipment Note is, and the
indebtedness evidenced by the Additional Series Equipment Notes, if issued, shall be, to the extent
and in the manner provided in each Related Indenture, subordinate and subject in right of payment
to the prior payment in full of the “Secured Obligations” in respect of the “Equipment Notes”
issued under such Related Indenture, and the Series A Equipment Notes and Series B Equipment Notes
are, and the Additional Series Equipment Notes shall be, issued subject to such provisions. By
acceptance of its Equipment Notes of any Series, each Noteholder of such Series (i) agrees
to and shall be bound by such provisions, (ii) authorizes and directs Loan Trustee or the
Related Loan Trustee under the applicable Related Indenture, as appropriate, on such Noteholder’s
behalf to take any action necessary or appropriate to effectuate the subordination as provided in
this Indenture and the applicable Related Indenture and (iii)



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appoints Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as
appropriate, as such Noteholder’s attorney-in-fact for such purpose.




     (b) Company, Loan Trustee and, by acceptance of its Equipment Notes of any Series, each
Noteholder of such Series, hereby agree that no payment or distribution shall be made on or in
respect of the Secured Obligations, or the “Secured Obligations” under any Related Indenture, owed
to such Noteholder of such Series, including any payment or distribution of cash, property or
securities after the occurrence of any of the events referred to in Section 4.01(f) or after the
commencement of any proceedings of the type referred to in Sections 4.01(g), (h) or (i), except, in
each case, as expressly provided in Article III of this Indenture or Article III of the applicable
Related Indenture, as appropriate.



     (c) By the acceptance of its Equipment Notes of any Series, each Noteholder of such Series
agrees that (i) if such Noteholder, in its capacity as a Noteholder, receives any payment
or distribution on any Secured Obligations in respect of such Series that it is not entitled to
receive under this Section 2.13 or Article III, it will hold any amount so received in trust for
Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied
as provided in Article III and (ii) if such Noteholder, in its capacity as a “Noteholder”
under any Related Indenture, receives any payment or distribution on any “Secured Obligations” in
respect of “Equipment Notes” of any “Series” issued under such Related Indenture that it is not
entitled to receive under Section 2.13 or Article III of such Related Indenture, it will hold any
amount so received in trust for the Related Loan Trustee under such Related Indenture and forthwith
turn over such amount to such Related Loan Trustee under such Related Indenture in the form
received to be applied as provided in Article III of such Related Indenture.



     Section 2.14 Certain Payments. Company agrees to pay to Loan Trustee for distribution
in accordance with Section 3.04:




     (a) an amount or amounts equal to the fees payable to Liquidity Providers under
Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor
Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility
therefor and any related fee letter), multiplied by a fraction, the numerator of which is
the sum of the then outstanding aggregate principal amount of the Series A Equipment Notes
and the Series B Equipment Notes and the denominator of which is the sum of the then
outstanding aggregate principal amount of all “Series A Equipment Notes” and “Series B
Equipment Notes” (each as defined in the Note Purchase Agreement) with respect to all of
the “Indentures” (as defined in the Note Purchase Agreement);




     (b) an amount equal to interest on any Special Termination Advance (other than any
Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility
(or similar provisions of any Replacement



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Liquidity Facility therefor) minus Investment Earnings from such Special Termination
Advance multiplied by the fraction specified in the foregoing clause (a);




     (c) an amount equal to interest on any Downgrade Advance (other than any Applied
Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar
provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from
such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a);




     (d) an amount equal to interest on any Non-Extension Advance (other than any Applied
Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar
provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from
such Non-Extension Advance multiplied by the fraction specified in the foregoing clause
(a);




     (e) if any payment default shall have occurred and be continuing with respect to
interest on any “Series A Equipment Notes” or “Series B Equipment Notes” (each as defined
in the Note Purchase Agreement), (x) the excess, if any, of (1) the amount
equal to the sum of interest on any Unpaid Advance (other than a Special Termination
Advance), Applied Provider Advance or Applied Special Termination Advance payable under
Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity
Facility therefor) plus any other amounts payable in respect of such Unpaid Advance,
Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or
3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity
Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied
Special Termination Advance was made over (2) the sum of (A) Investment
Earnings from any Final Advance plus (B) any amount of interest at the Past Due
Rate actually payable (whether or not in fact paid) by Company in respect of the overdue
scheduled interest on the “Series A Equipment Notes” and “Series B Equipment Notes” (each
as defined in the Note Purchase Agreement) in respect of which such Unpaid Advance, Applied
Provider Advance or Applied Special Termination Advance was made, multiplied by (y)
a fraction, the numerator of which is the then aggregate overdue amounts of interest on the
then outstanding Series A Equipment Notes and Series B Equipment Notes (other than interest
becoming due and payable solely as a result of acceleration of any such Equipment Notes)
and the denominator of which is the then aggregate overdue amounts of interest on all
“Series A Equipment Notes” and “Series B Equipment Notes” (each as defined in the Note
Purchase Agreement) with respect to all of the “Indentures” (as defined in the Note
Purchase Agreement) (other than interest becoming due and payable solely as a result of
acceleration of any such “Equipment Notes”);



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     (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under
Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or
Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance,
Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each
Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor)
multiplied by the fraction specified in the foregoing clause (a); and




     (g) an amount or amounts equal to the compensation, including reasonable expenses and
disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the
Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a)
(but in any event without duplication of any amount or amounts payable by Company in
respect of such compensation under any other Operative Document or Pass Through Document).



     For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension
Advance”, “Applied Provider Advance”, “Applied Special Termination Advance”, “Downgrade Advance”,
“Final Advance”, “Investment Earnings”, “Non-Extension Advance”, “Special Termination Advance” and
“Unpaid Advance” have the meanings specified in each Liquidity Facility or the Intercreditor
Agreement, as applicable.



     Section 2.15 Repayment of Monies for Equipment Note Payments Held by Loan Trustee.
Any money held by Loan Trustee in trust for any payment of the principal of, Make-Whole Amount, if
any, or interest or any other amounts due on, any Equipment Note, including, without limitation,
any money deposited pursuant to Section 2.12(c) or 10.01, and remaining unclaimed for a 730-day
period (for purposes of calculating this 730-day period, all days on which the payment of such
money shall not have been made because of operation of law shall be excluded) after the due date
for such payment (or such lesser time as Loan Trustee is satisfied, after 60 days’ notice from
Company, is one month prior to the escheat period provided under applicable state law) shall be
paid to Company. Noteholders of any outstanding Equipment Notes shall thereafter, as unsecured
general creditors, look only to Company for payment thereof, and all liability of Loan Trustee with
respect to such trust money shall thereupon cease. Loan Trustee, before being required to make any
such repayment, may at the expense of Company cause to be mailed to each such Noteholder notice
that such money remains unclaimed. After a date specified in such notice, which may not be less
than 30 days from the date of mailing, any unclaimed balance of such money then remaining will be
repaid to Company as provided herein.



     Section 2.16 Directions by Subordination Agent. So long as Subordination Agent is a
Noteholder, notwithstanding anything contained herein or in any other Operative Document to the
contrary, in exercising its right to vote the Equipment Notes



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held by it, or in giving or taking any direction, consent, request, demand, instruction,
authorization, notice, waiver or other action provided by this Indenture or in respect of the
Equipment Notes to be given or taken by a Noteholder (each such vote or other action, a
“Direction”) in respect of such Equipment Notes, Subordination Agent may act in accordance
with any votes, directions, consents, requests, demands, instructions, authorizations, notices,
waivers or other actions given or taken by any applicable Pass Through Trustee or the Controlling
Party pursuant to the Intercreditor Agreement, including without limitation pursuant to Section
2.06, Article IV or Section 8.01(b) thereof. Subordination Agent shall be permitted (x) to
give a Direction with respect to less than the entire principal amount of any single Equipment Note
held by it, and (y) to give different Directions with respect to different portions of the
principal amount of any single Equipment Note held by it. Any Direction given by Subordination
Agent at any time with respect to more than a majority in aggregate unpaid principal amount of all
of the Equipment Notes issued and then outstanding hereunder shall be deemed to have been given by
a Majority in Interest of Noteholders.




ARTICLE III




Receipt, Distribution and Application of Income

From the Collateral




     Section 3.01 Basic Distributions. Except as otherwise provided in Sections 3.02, 3.03
and 3.04, each periodic payment by Company of regularly scheduled installments of principal or
interest on the Equipment Notes received by Loan Trustee shall be promptly distributed in the
following order of priority:




     first, so much of such payment as is required to pay in full the aggregate
amount of the payment or payments of principal amount and interest (as well as any interest
on any overdue principal amount and, to the extent permitted by applicable law, on any
overdue interest and any other overdue amounts) then due under all Series A Equipment Notes
shall be distributed to Noteholders of Series A Equipment Notes ratably, without priority
of one over the other, in the proportion that the amount of such payment or payments then
due under each Series A Equipment Note bears to the aggregate amount of the payments then
due under all Series A Equipment Notes;




     second, after giving effect to clause “first” above, so much of such payment
remaining as is required to pay in full the aggregate amount of the payment or payments of
principal amount and interest (as well as any interest on any overdue principal amount and,
to the extent permitted by applicable law, on any overdue interest and any other overdue
amounts) then due under all Series B Equipment Notes shall be distributed to Noteholders of
Series B Equipment Notes ratably, without priority of one over the other, in the proportion
that the amount of



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such payment or payments then due under each Series B Equipment Note bears to the
aggregate amount of the payments then due under all Series B Equipment Notes;




     third, after giving effect to clause “second” above (and except as otherwise
provided in an amendment to this Indenture pursuant to Section 9.01), so much of such
payment remaining as is required to pay in full the aggregate amount of the payment or
payments of principal amount and interest (as well as any interest on any overdue principal
amount and, to the extent permitted by applicable law, on any overdue interest and any
other overdue amounts) then due under all Additional Series Equipment Notes shall be
distributed to Noteholders of Additional Series Equipment Notes ratably, without priority
of one over the other, in the proportion that the amount of such payment or payments then
due under each Additional Series Equipment Note bears to the aggregate amount of the
payments then due under all Additional Series Equipment Notes; and




     fourth, the balance, if any, of such installment remaining thereafter shall be
distributed to Company.



     Section 3.02 Event of Loss; Optional Redemption.



          Except as otherwise provided in Sections 3.03 and 3.04 and subject to the following provisos,
any payments received by Loan Trustee (i) with respect to the Airframe or the Airframe and
one or more Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii)
pursuant to an optional redemption of the Equipment Notes pursuant to Section 2.11 shall be applied
to redemption of the Equipment Notes and to all other Secured Obligations then due by applying such
payments in the following order of priority:




     first, so much of such payment as is required (i) to reimburse Loan
Trustee and Noteholders for any reasonable costs or expenses actually incurred in
connection with such redemption for which they are entitled to reimbursement, or indemnity
by Company, under the Operative Documents and then (ii) to pay any other Secured
Obligations (excluding any Related Secured Obligations) then due to Loan Trustee,
Noteholders and the other Indenture Indemnitees under this Indenture, the Participation
Agreement or the Equipment Notes (other than amounts specified in clauses “second” and
“third” below);




     second, after giving effect to clause “first” above:




     (i) so much of such payment remaining as is required to pay the amounts
specified in paragraph (i) of clause “third” of Section 3.03 plus Make-Whole
Amount, if any, then due and payable in respect of the



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Series A Equipment Notes, but excluding distributions of amounts of Related
Secured Obligations to Related Noteholders;




     (ii) after giving effect to paragraph (i) above, so much of such payment
remaining as is required to pay the amounts specified in paragraph (ii) of clause
“third” of Section 3.03 plus Make-Whole Amount, if any, then due and payable in
respect of the Series B Equipment Notes, but excluding distributions of amounts of
Related Secured Obligations to Related Noteholders; and




     (iii) after giving effect to paragraph (ii) above (and except as otherwise
provided in an amendment to this Indenture pursuant to Section 9.01), so much of
such payment remaining as is required to pay the amounts specified in paragraph
(iii) of clause “third” of Section 3.03 plus Make-Whole Amount, if any, then due
and payable in respect of the Additional Series Equipment Notes, but excluding
distributions of amounts of Related Secured Obligations to Related Noteholders;




     third, after giving effect to clause “second” above, so much of such payments
remaining as shall be required to pay the amounts as provided in clause “third” of Section
3.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture
other than sub-clause (ix) of clause “third” of Section 3.03; and




     fourth, the balance, if any, of such payment, shall be distributed as provided
in clause “fourth” of Section 3.03;


provided that any insurance, condemnation or similar proceeds resulting from an Event of
Loss that are received by Loan Trustee shall be held and distributed by Loan Trustee as provided in
Sections 7.05(c) and 7.06(d), and any such proceeds that are held by Loan Trustee shall be invested
as provided in Section 5.06; and provided, further, that in the case of a
redemption of Equipment Notes pursuant to Section 2.11(b), if a particular Series is not being
redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraphs in
clause “second” above that refer to such Series in connection with such redemption. No Make-Whole
Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the
Equipment Notes as a result of an Event of Loss with respect to the Airframe or the Airframe and
one or more Engines.




     Section 3.03 Payments After Event of Default.




          Except as otherwise provided in Section 3.04, all payments received and amounts held or
realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any
remedies pursuant to Article IV) after both an Event of



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Default shall have occurred and be continuing and the Equipment Notes shall have become due
and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan
Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following
order of priority:





     first, so much of such payments or amounts as is required to (i)
reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to
be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other
loss (including, without limitation, all amounts to be expended at the expense of, or
charged upon the tolls, rents, revenues, issues, products and profits of, the property
included in the Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee
or U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or
other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other
expenditures actually incurred or expenditures or advances made by Loan Trustee, U.S. Bank
or Noteholders in the protection, exercise or enforcement of any right, power or remedy or
any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or
otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself,
U.S. Bank and Noteholders in reimbursement of such expenses and any other expenses for
which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any
Operative Document and (ii) pay all Secured Obligations (excluding any Related
Secured Obligations) payable to the other Indenture Indemnitees hereunder and under the
Participation Agreement or the Equipment Notes (other than amounts specified in clauses
“second” and “third” below); and in case the aggregate amount so to be distributed shall be
insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of
one over the other, in proportion to the amounts owed each hereunder;




     second, after giving effect to clause “first” above, so much of such payments
or amounts remaining as is required to reimburse the then existing or prior Noteholders for
payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be
distributed to such then existing or prior Noteholders ratably, without priority of one
over the other, in accordance with the amount of the payment or payments made by each such
then existing or prior Noteholder pursuant to Section 5.03;




     third, after giving effect to clause “second” above:




     (i) so much of such payments or amounts remaining as is required to pay in
full the aggregate unpaid principal amount of all Series A Equipment Notes, and the
accrued but unpaid interest and other amounts due thereon and all other Secured
Obligations in respect of the Series A Equipment Notes to the date of distribution,
shall be distributed



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to Noteholders of Series A Equipment Notes, and in case the aggregate amount
so to be distributed shall be insufficient to pay in full as aforesaid, then
ratably, without priority of one over the other, in the proportion that (x)
the aggregate unpaid principal amount of all Series A Equipment Notes held by each
holder thereof plus the accrued but unpaid interest and other amounts due in
respect thereof hereunder or thereunder to the date of distribution bears to
(y) the aggregate unpaid principal amount of all Series A Equipment Notes
held by all holders thereof plus the accrued but unpaid interest and other amounts
due thereon to the date of distribution;




     (ii) after giving effect to paragraph (i) above, so much of such payments or
amounts remaining as is required to pay in full the aggregate unpaid principal
amount of all Series B Equipment Notes, and the accrued but unpaid interest and
other amounts due thereon and all other Secured Obligations in respect of the
Series B Equipment Notes to the date of distribution, shall be distributed to
Noteholders of Series B Equipment Notes, and in case the aggregate amount so to be
distributed shall be insufficient to pay in full as aforesaid, then ratably,
without priority of one over the other, in the proportion that (x) the
aggregate unpaid principal amount of all Series B Equipment Notes held by each
holder thereof plus the accrued but unpaid interest and other amounts due in
respect thereof hereunder or thereunder to the date of distribution bears to
(y) the aggregate unpaid principal amount of all Series B Equipment Notes
held by all holders thereof plus the accrued but unpaid interest and other amounts
due thereon to the date of distribution;




     (iii) after giving effect to paragraph (ii) above (and except as otherwise
provided in an amendment to this Indenture pursuant to Section 9.01), so much of
such payments or amounts remaining as is required to pay in full the aggregate
unpaid principal amount of all Additional Series Equipment Notes, and the accrued
but unpaid interest and other amounts due thereon and all other Secured Obligations
in respect of the Additional Series Equipment Notes to the date of distribution,
shall be distributed to Noteholders of Additional Series, and in case the aggregate
amount so to be distributed shall be insufficient to pay in full as aforesaid, then
ratably, without priority of one over the other, in the proportion that (x)
the aggregate unpaid principal amount of all Additional Series Equipment Notes held
by each holder thereof plus the accrued but unpaid interest and other amounts due
in respect thereof hereunder or thereunder to the date of distribution bears to
(y) the aggregate unpaid principal amount of all Additional Series
Equipment Notes held by all holders thereof plus the accrued but unpaid interest
and other amounts due thereon to the date of distribution;



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     (iv) after giving effect to paragraph (iii) above, so much of such payments or
amounts remaining as is required to pay in full the amounts then due and covered by
clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be
distributed to the Related Loan Trustee under each respective Defaulted Operative
Indenture, and in case the aggregate amount so to be distributed shall be
insufficient to pay in full as aforesaid, then ratably, without priority of one
over the other, in accordance with the priorities and prorations in such clause
“first”;




     (v) after giving effect to paragraph (iv) above, so much of such payments or
amounts remaining as is required to pay in full the amounts then due and covered by
clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be
distributed to the Related Loan Trustee under each respective Defaulted Operative
Indenture, and in case the aggregate amount so to be distributed shall be
insufficient to pay in full as aforesaid, then ratably, without priority of one
over the other, in accordance with the priorities and prorations in such clause
“second”;




     (vi) after giving effect to paragraph (v) above, so much of such payments or
amounts remaining as is required to pay in full the aggregate amount of the payment
or payments of principal amount and interest (as well as any interest on any
overdue principal amount and, to the extent permitted by applicable law, on any
overdue interest and any other overdue amounts) then due under all Related Series A
Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be
distributed to the Related Loan Trustee under each respective Defaulted Operative
Indenture under which any Related Series A Equipment Notes are outstanding, and in
case the aggregate amount so to be distributed shall be insufficient to pay in full
as aforesaid, then ratably, without priority of one over the other, in the
proportion that (x) the amount of such payment or payments then due under
all Related Series A Equipment Notes issued under each Defaulted Operative
Indenture bears to (y) the aggregate amount of the payments then due under
all Related Series A Equipment Notes issued under all Defaulted Operative
Indentures;




     (vii) after giving effect to paragraph (vi) above, so much of such payments or
amounts remaining as is required to pay in full the aggregate amount of the payment
or payments of principal amount and interest (as well as any interest on any
overdue principal amount and, to the extent permitted by applicable law, on any
overdue interest and any other overdue amounts) then due under all Related Series B
Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be
distributed to the Related Loan Trustee under each respective Defaulted Operative



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Indenture under which any Related Series B Equipment Notes are outstanding,
and in case the aggregate amount so to be distributed shall be insufficient to pay
in full as aforesaid, then ratably, without priority of one over the other, in the
proportion that (x) the amount of such payment or payments then due under
all Related Series B Equipment Notes issued under each Defaulted Operative
Indenture bears to (y) the aggregate amount of the payments then due under
all Related Series B Equipment Notes issued under all Defaulted Operative
Indentures;




     (viii) after giving effect to paragraph (vii) above (and except as otherwise
provided in amendments to the applicable Related Indentures pursuant to Sections
9.01 thereof), so much of such payments or amounts remaining as is required to pay
in full the aggregate amount of the payment or payments of principal amount and
interest (as well as any interest on any overdue principal amount and, to the
extent permitted by applicable law, on any overdue interest and any other overdue
amounts) then due under all Related Additional Series Equipment Notes, if any,
issued under any Defaulted Operative Indenture shall be distributed to the Related
Loan Trustee under each respective Defaulted Operative Indenture under which any
Related Additional Series Equipment Notes are outstanding, and in case the
aggregate amount so to be distributed shall be insufficient to pay in full as
aforesaid, then ratably, without priority of one over the other, in the proportion
that (x) the amount of such payment or payments then due under all Related
Additional Series Equipment Notes issued under each Defaulted Operative Indenture
bears to (y) the aggregate amount of the payments then due under all
Related Additional Series Equipment Notes issued under all Defaulted Operative
Indentures;




     (ix) after giving effect to paragraph (viii) above, if any Related Equipment
Note is outstanding, any of such payments or amounts remaining and any invested
Permitted Investments shall be held by Loan Trustee in an Eligible Account in
accordance with the provisions of Section 3.07 (and invested as provided in Section
5.06) as additional security for the Related Secured Obligations, and such amounts
(and any investment earnings thereon) shall be distributed from time to time in
accordance with the foregoing provisions of this clause “third” as and to the
extent any such Related Secured Obligation shall at any time and from time to time
become due and remain unpaid after the giving of any required notice and the
expiration of any applicable grace period; and, upon the payment in full of all
such Related Secured Obligations the balance, if any, of any such remaining amounts
and investment earnings thereon shall be applied as provided in clause “fourth” of
this Section 3.03; and



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     fourth, the balance, if any, of such payments or amounts remaining thereafter
shall be distributed to Company.



     No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in
connection with an Event of Default or the acceleration of the Equipment Notes.



     Section 3.04 Certain Payments.



     (a) Any payments received by Loan Trustee for which provision as to the application thereof is
made in this Indenture other than in this Article III shall be applied as provided in those
provisions. Without limiting the foregoing, any payments received by Loan Trustee which are
payable to Company pursuant to any of the provisions of this Indenture other than those set forth
in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any
payments received by Loan Trustee for which no provision as to the application thereof is made in
this Indenture and for which such provision is made in any other Operative Document shall be
applied forthwith to the purpose for which such payment was made in accordance with the terms of
such other Operative Document.



     (b) Notwithstanding anything to the contrary contained in this Article III, Loan Trustee will
distribute promptly upon receipt any indemnity payment received by it from Company pursuant to
Section 4.02 of the Participation Agreement payable to (i) U.S. Bank and Loan Trustee,
(ii) Subordination Agent, (iii) any separate or additional trustee appointed
pursuant to Section 8.02, (iv) Pass Through Trustees, and (v) any Liquidity
Provider, in each case, directly to the Person entitled thereto. Any payment received by Loan
Trustee from Company under Section 2.14 shall be distributed to Subordination Agent to be
distributed in accordance with Section 2.04(c) of the Intercreditor Agreement.



     (c) Any payments received by Loan Trustee not constituting part of the Collateral or otherwise
for which no provision as to the application thereof is made in any Operative Document shall be
distributed by Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02
and 3.03, all payments received and amounts realized by Loan Trustee with respect to the Aircraft,
to the extent received or realized at any time after payment in full of all Secured Obligations, as
well as any amounts remaining as part of the Collateral after the occurrence of such payment in
full, shall be distributed by Loan Trustee to Company.



     Section 3.05 Payments to Company. Any amounts distributed hereunder by Loan Trustee
to Company shall be paid to Company (within the time limits contemplated by Section 2.03) by wire
transfer of funds of the type received by Loan Trustee at such office and to such account or
accounts of such entity or entities as shall be designated by notice from Company to Loan Trustee
from time to time.



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     Section 3.06 Cooperation. Prior to making any distribution under this Article III,
Loan Trustee shall consult with Related Loan Trustees to determine amounts payable with respect to
the Related Secured Obligations. Loan Trustee shall cooperate with Related Loan Trustees and shall
provide such information as shall be reasonably requested by each Related Loan Trustee to enable
such Related Loan Trustee to determine amounts distributable under Article III of its Related
Indenture.



     Section 3.07 Securities Account. In furtherance of the provisions of Section 3.03,
U.S. Bank agrees to act as an Eligible Institution under the Indenture in accordance with the
provisions of this Indenture (in such capacity, the “Securities Intermediary”). Except in
its capacity as Loan Trustee, U.S. Bank waives any claim or lien against any Eligible Account it
may have, by operation of law or otherwise, for any amount owed to it by Company. The Securities
Intermediary hereby agrees that, notwithstanding anything to the contrary in this Indenture,
(i) any amounts to be held by Loan Trustee pursuant to paragraph (ix) of clause “third” of
Section 3.03 and any investment earnings thereon or other Permitted Investments in which such
amounts are invested will be credited to an Eligible Account (the “Securities Account”) for
which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC) and Loan
Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) of the
“security entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to each
“financial asset” (as defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible
Account, (ii) all such amounts, Permitted Investments and all other property acquired with
cash credited to the Securities Account will be credited to the Securities Account, (iii)
all items of property (whether cash, investment property, Permitted Investments, other investments,
securities, instruments or other property) credited to the Securities Account will be treated as a
“financial asset” under Article 8 of the NY UCC, (iv) its “securities intermediary’s
jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the Securities Account
is the State of New York, and (v) all securities, instruments and other property in order
or registered form and credited to the Securities Account shall be payable to or to the order of,
or registered in the name of, the Securities Intermediary or shall be indorsed to the Securities
Intermediary or in blank, and in no case whatsoever shall any financial asset credited to the
Securities Account be registered in the name of Company, payable to or to the order of Company or
specially indorsed to Company except to the extent the foregoing have been specially endorsed by
Company to the Securities Intermediary or in blank. Loan Trustee agrees that it will hold (and
will indicate clearly in its books and records that it holds) its “security entitlements” to the
“financial assets” credited to the Securities Account in trust for the benefit of Noteholders, each
Indenture Indemnitee and each Related Indenture Indemnitee as set forth in this Indenture. Company
acknowledges that, by reason of Loan Trustee being the “entitlement holder” in respect of the
Securities Account as provided above, Loan Trustee shall have the sole right and discretion,
subject only to the terms of this Indenture, to give all “entitlement orders” (as defined in
Section 8-102(a)(8) of the NY UCC) with respect to the Securities Account and any and all financial
assets and other



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property credited thereto to the exclusion of Company. If any Person asserts any Lien
(including, without limitation, any writ, garnishment, judgment, warrant of attachment, execution
or similar process) against the Securities Account or any financial asset carried therein, U.S.
Bank will promptly notify Loan Trustee and Company thereof.




ARTICLE IV




Events of Default; Remedies of Loan Trustee




     Section 4.01 Events of Default. Each of the following events constitutes an “Event of
Default” whether such event is voluntary or involuntary or comes about or is effected by operation
of law or pursuant to or in compliance with any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body and each such Event of Default
is deemed to exist and continue so long as, but only as long as, it has not been remedied or
explicitly waived:




     (a) Company fails to make any payment of principal amount of, Make-Whole Amount, if
any, or interest on, any Equipment Note within 15 days after such payment is due;




     (b) Company fails to make payment when the same is due of any amount (other than
amounts referred to in Section 4.01(a)) due hereunder, under any Equipment Note or under
any other Operative Document, and such failure continues unremedied for 30 days after the
receipt by Company of written notice thereof from Loan Trustee or any Noteholder;




     (c) Company fails to carry and maintain (or cause to be maintained) insurance or
indemnity on or with respect to the Aircraft in accordance with the provisions of Section
7.06; provided that no such failure to carry and maintain insurance shall
constitute an Event of Default until the earlier of (i) the date such failure has
continued unremedied for a period of 30 days after receipt by Loan Trustee of the notice of
cancellation referred to in Section 7.06 or (ii) the date such insurance is not in
effect as to Loan Trustee;




     (d) Company fails to perform or observe any other covenant, condition or agreement to
be performed or observed by it under any Operative Document, and such failure continues
unremedied for a period of 60 days after receipt by Company of written notice thereof from
Loan Trustee or any Noteholder; provided that, if such failure is capable of being
remedied, no such failure shall constitute an Event of Default for a period of one year
after such notice is received by Company so long as Company is diligently proceeding to
remedy such failure;



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     (e) any representation or warranty made by Company in any Operative Document was
incorrect in any material respect at the time made, and such incorrectness continues to be
material to the transactions contemplated hereby and continues unremedied for a period of
60 days after receipt by Company of written notice thereof from Loan Trustee;
provided that, if such incorrectness is capable of being remedied, no such
incorrectness shall constitute an Event of Default for a period of one year after such
notice is received by Company so long as Company is diligently proceeding to remedy such
incorrectness;




     (f) Company consents to the appointment of or the taking of possession by a receiver,
trustee or liquidator in respect of a substantial part of its property, admits in writing
its inability to pay its debts generally as they come due or makes a general assignment for
the benefit of its creditors;




     (g) Company files a voluntary petition in bankruptcy or a voluntary petition or an
answer seeking reorganization, liquidation or other relief as a debtor in a case under any
bankruptcy laws or insolvency laws (as in effect at such time) or an answer admitting the
material allegations of a petition filed against Company as a debtor in any such case, or
Company as a debtor seeks relief by voluntary petition, answer or consent under the
provisions of any other bankruptcy or other similar law providing for the reorganization or
winding-up of corporations (as in effect at such time), or Company seeks an agreement,
composition, extension or adjustment with its creditors under such laws;




     (h) an order, judgment or decree is entered by any court of competent jurisdiction
appointing, without the consent of Company, a receiver, trustee or liquidator of Company or
sequestering any substantial part of its property, or granting any other relief in respect
of Company as a debtor under any bankruptcy laws or insolvency laws (as in effect at such
time), and any such order, judgment or decree of appointment or sequestration remains in
force undismissed, unstayed or unvacated for a period of 90 days after the date of entry
thereof;




     (i) a petition against Company as a debtor in a case under the federal bankruptcy laws
or other insolvency laws (as in effect at such time) is filed and not withdrawn or
dismissed within 90 days thereafter, or if, under the provisions of any law providing for
reorganization or winding-up of corporations that may apply to Company, any court of
competent jurisdiction assumes jurisdiction, custody or control of Company or of any
substantial part of its property and such jurisdiction, custody or control remains in force
unrelinquished, unstayed or unterminated for a period of 90 days; or




     (j) an “Event of Default” (as defined in any Related Indenture) shall have occurred
and be continuing;



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provided that notwithstanding anything to the contrary contained in this Section 4.01, any
failure of Company to perform or observe any covenant, condition or agreement shall not constitute
an Event of Default if such failure arises by reason of an event referred to in the definition of
“Event of Loss” so long as Company is continuing to comply with all of the terms of Section
7.05.




     Section 4.02 Remedies.



     (a) If an Event of Default has occurred and is continuing and so long as the same shall
continue unremedied, then and in every such case Loan Trustee may, and upon the written
instructions of a Majority in Interest of Noteholders, Loan Trustee shall, do one or more of the
following to the extent permitted by, and subject to compliance with the requirements of,
applicable law then in effect (provided that during any period the Airframe or any Engine
is subject to the CRAF Program and is in possession of or being operated under the direction of the
United States government or an agency or instrumentality of the United States, Loan Trustee shall
not, on account of any Event of Default, be entitled to exercise or pursue any of the powers,
rights or remedies described in this Section 4.02 in such manner as to limit Company’s control
under this Indenture (or any Permitted Lessee’s control under any Lease) of the Airframe or such
Engine, unless at least 60 days’ (or such lesser period as may then be applicable under the CRAF
Program of the United States government) prior written notice of default hereunder has been given
by Loan Trustee by registered or certified mail to Company (and any such Permitted Lessee) with a
copy addressed to the Contracting Office Representative or other appropriate person for the Air
Mobility Command of the United States Air Force under any contract with Company (or such Permitted
Lessee) relating to the Aircraft):




     (i) declare by written notice to Company all the Equipment Notes to be due and
payable, whereupon the aggregate unpaid principal amount of all Equipment Notes then
outstanding, together with accrued but unpaid interest thereon, and other amounts due
thereunder (but without Make-Whole Amount), shall immediately become due and payable
without presentment, demand, protest or other notice, all of which are hereby waived;
provided that if an Event of Default referred to in Subsections 4.01(f), (g), (h)
or (i) has occurred and is continuing, then and in every such case the unpaid principal
amount of the Equipment Notes then outstanding, together with accrued but unpaid interest
thereon, and all other amounts due thereunder (but without Make-Whole Amount) shall
immediately and without further act become due and payable without presentment, demand,
protest or notice, all of which are hereby waived; and, following such declaration or
deemed declaration:




     (ii) (A) cause Company, upon the demand by notice of Loan Trustee, at
Company’s expense, to deliver promptly, and Company shall deliver promptly, all or such
part of the Airframe or any Engine as Loan Trustee so demands to Loan Trustee or its order,
or, if Company has failed to so deliver the Airframe or



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any Engine after such demand, Loan Trustee, at its option, may enter upon the premises
where all or any part of the Airframe or any Engine are located and take immediate
possession of and remove the same together with any engine which is not an Engine but which
is installed on the Airframe, subject to all of the rights of the owner, lessor, lienor or
secured party of such engine; provided that the Airframe with an engine (which is
not an Engine) installed thereon may be flown or returned only to a location within the
continental United States, and such engine shall be held at the expense of Company for the
account of any such owner, lessor, lienor, secured party or, if such engine is owned by
Company, may at the option of Company with the consent of Loan Trustee (which will not be
unreasonably withheld) or at the option of Loan Trustee with the consent of Company (which
will not be unreasonably withheld), be exchanged with Company for an Engine in accordance
with the provisions of Section 7.05(b); (B) sell all or any part of the Airframe
and any Engine at public or private sale, whether or not Loan Trustee at the time has
possession thereof, as Loan Trustee may determine, or otherwise dispose of, hold, use,
operate, lease to others or keep idle all or any part of the Airframe or such Engine as
Loan Trustee, in its sole discretion, determines, all free and clear of any rights or
claims of Company, and the proceeds of such sale or disposition shall be applied as set
forth in Section 3.03; or (C) exercise any other remedy of a secured party under
the Uniform Commercial Code of the State of New York (whether or not in effect in the
jurisdiction in which enforcement is sought); provided that, notwithstanding
anything to the contrary set forth herein or in any other Operative Document, (i)
as permitted by Article 15 of the Cape Town Convention, the provisions of Chapter III of
the Cape Town Convention are hereby excluded and made inapplicable to this Indenture and
the other Operative Documents, except for those provisions of such Chapter III that cannot
be derogated from; and (ii) as permitted by Article IV(3) of the Aircraft Protocol,
the provisions of Chapter II of the Aircraft Protocol are hereby excluded and made
inapplicable to this Indenture and the other Operative Documents, except for (x)
Article XVI of the Aircraft Protocol and (y) those provisions of such Chapter II
that cannot be derogated from. In furtherance of the foregoing, the parties hereto agree
that the exercise of remedies hereunder and the other Operative Documents is subject to
other applicable law, including without limitation, the Uniform Commercial Code (as in
effect in the State of New York) and the Bankruptcy Code, and that nothing herein derogates
from the rights of Company or Loan Trustee under or pursuant to such other applicable law,
including without limitation, the Uniform Commercial Code (as in effect in the State of New
York) or the Bankruptcy Code.



     Upon every such taking of possession of Collateral under this Section 4.02, Loan Trustee may,
from time to time, at the expense of the Collateral, make all such expenditures for maintenance,
insurance, repairs, alterations, additions and improvements to and of the Collateral as it deems
necessary to cause the Collateral to be in such



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condition as required by the provisions of this Indenture. In each such case, Loan Trustee
may maintain, use, operate, store, insure, lease, control, manage or dispose of the Collateral and
may exercise all rights and powers of Company relating to the Collateral as Loan Trustee reasonably
deems best, including the right to enter into any and all such agreements with respect to the
maintenance, use, operation, storage, insurance, leasing, control, management or disposition of the
Collateral or any part thereof as Loan Trustee may reasonably determine; and Loan Trustee shall be
entitled to collect and receive directly all tolls, rents, revenues, issues, income, products and
profits of the Collateral and every part thereof without prejudice, however, to the rights of Loan
Trustee under any provision of this Indenture to collect and receive all cash held by, or required
to be deposited with Loan Trustee hereunder. Such tolls, rents, revenues, issues, income, products
and profits shall be applied to pay the expenses of the use, operation, storage, insurance,
leasing, control, management or disposition of the Collateral, and of all maintenance, repairs,
replacements, alterations, additions and improvements, and to make all payments that Loan Trustee
is required or elects to make, if any, for Taxes, insurance or other proper charges assessed
against or otherwise imposed upon the Collateral or any part thereof, and all other payments which
Loan Trustee is required or expressly authorized to make under any provision of this Indenture, as
well as just and reasonable compensation for the services of Loan Trustee, and shall otherwise be
applied in accordance with Article III. If an Event of Default has occurred and is continuing and
the Equipment Notes either have been accelerated pursuant to this Section 4.02 or have become due
at maturity and Loan Trustee is entitled to exercise rights hereunder, at the request of Loan
Trustee, Company shall promptly execute and deliver to Loan Trustee such instruments of title and
other documents as Loan Trustee reasonably deems necessary or advisable to enable Loan Trustee or
an agent or representative designated by Loan Trustee, at such time or times and place or places as
Loan Trustee specifies, to obtain possession of all or any part of the Collateral to which Loan
Trustee at the time is entitled hereunder. If Company for any reason fails to execute and deliver
such instruments and documents after such request by Loan Trustee, Loan Trustee may seek a judgment
conferring on Loan Trustee the right to immediate possession and requiring Company to execute and
deliver such instruments and documents to Loan Trustee, to the entry of which judgment Company
hereby specifically consents to the fullest extent it may lawfully do so. All actual and
reasonable expenses of obtaining such judgment or of pursuing, searching for and taking such
property shall, until paid, be secured by the Lien of this Indenture.




     (b) Loan Trustee shall give Company at least 30 days’ prior written notice of any public sale
or of the date on or after which any private sale will be held, which notice Company hereby agrees
to the extent permitted by applicable law is reasonable notice. Any Noteholder or Noteholders
shall be entitled to bid for and become the purchaser of any Collateral offered for sale pursuant
to this Section 4.02 and to credit against the purchase price bid at such sale by such Noteholders
all or any part of the unpaid amounts owing to such Noteholders under the Operative Documents and
secured by the Lien of



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this Indenture (but only to the extent that such purchase price would have been paid to such
Noteholders pursuant to Article III if such purchase price were paid in cash and the foregoing
provision of this Section 4.02(b) were not given effect). Loan Trustee may exercise such right
without possession or production of the Equipment Notes or proof of ownership thereof, and as a
representative of Noteholders may exercise such right without notice to Noteholders as party to any
suit or proceeding relating to the foreclosure of any Collateral. Company may also bid for and
become the purchaser of any Collateral offered for sale pursuant to this Section 4.02.




     (c) To the extent permitted by applicable law, while an Event of Default has occurred and is
continuing, Company irrevocably appoints Loan Trustee the true and lawful attorney-in-fact of
Company (which appointment is coupled with an interest) in its name and stead and on its behalf,
for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of
the Lien of this Indenture, whether pursuant to foreclosure or power of sale, or otherwise, to
execute and deliver all such bills of sale, assignments and other instruments as may be necessary
or appropriate, with full power of substitution, Company hereby ratifying and confirming all that
such attorney or any substitute does by virtue hereof in accordance with applicable law;
provided that if so requested by Loan Trustee or any purchaser, Company shall ratify and
confirm any such sale, assignment or transfer of delivery, by executing and delivering to Loan
Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to
effect such ratification and confirmation as may reasonably be designated in any such request.



     (d) At any time after Loan Trustee has declared the unpaid principal amount of all Equipment
Notes then outstanding to be due and payable, or all Equipment Notes shall have become due and
payable as provided in the proviso to Section 4.02(a)(i), and, in either case, prior to the sale of
any part of the Collateral pursuant to this Article IV, a Majority in Interest of Noteholders, by
written notice to Company and Loan Trustee, may rescind and annul such declaration, whether made by
Loan Trustee on its own accord or as directed or deemed declaration, and its consequences if:
(i) there has been paid to or deposited with Loan Trustee an amount sufficient to pay all
overdue installments of principal amount of, and interest on, the Equipment Notes, and all other
amounts owing under the Operative Documents, that have become due otherwise than by such
declaration of acceleration and (ii) all other Events of Default, other than nonpayment of
principal amount or interest on the Equipment Notes that have become due solely because of such
acceleration, have been either cured or waived; provided that no such rescission or
annulment shall extend to or affect any subsequent default or Event of Default or impair any right
consequent thereon.



     (e) Notwithstanding anything contained herein, (i) so long as Pass Through Trustee
under any Pass Through Trust Agreement or Subordination Agent on its behalf is a Noteholder, Loan
Trustee will not be authorized or empowered to acquire title to any



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Collateral or take any action with respect to any Collateral so acquired by it if such
acquisition or action would cause any Pass Through Trust to fail to qualify as a “grantor trust”
for federal income tax purposes, and (ii) Loan Trustee will not take any action that would
violate Section 4.01(a)(ii) or 4.01(a)(iii) of the Intercreditor Agreement.




     Section 4.03 Remedies Cumulative. To the extent permitted under applicable law, each
and every right, power and remedy specifically given to Loan Trustee herein or otherwise in this
Indenture shall be cumulative and shall be in addition to every other right, power and remedy
specifically given herein or now or hereafter existing at law, in equity or by statute, and each
and every right, power and remedy whether specifically given herein or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed expedient by Loan
Trustee, and the exercise or the beginning of the exercise of any power or remedy shall not be
construed to be a waiver of the right to exercise at the same time or thereafter any other right,
power or remedy. No delay or omission by Loan Trustee in the exercise of any right, remedy or
power or in the pursuance of any remedy shall, to the extent permitted by applicable law, impair
any such right, power or remedy or be construed to be a waiver of any default on the part of
Company or to be an acquiescence therein.



     Section 4.04 Discontinuance of Proceedings. In case Loan Trustee has instituted any
proceedings to enforce any right, power or remedy under this Indenture by foreclosure, entry or
otherwise, and such proceedings have been discontinued or abandoned for any reason or have been
determined adversely to Loan Trustee, then and in every such case Company and Loan Trustee shall,
subject to any determination in such proceedings, be restored to their former positions and rights
hereunder with respect to the Collateral, and all rights, remedies and powers of Loan Trustee shall
continue as if no such proceedings had been undertaken (but otherwise without prejudice).



     Section 4.05 Waiver of Past Defaults. Upon written instruction from a Majority in
Interest of Noteholders, Loan Trustee shall waive any past default hereunder and its consequences,
and upon any such waiver such default shall cease to exist and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Indenture and the other
Operative Documents, but no such waiver shall extend to any subsequent or other default or impair
any right consequent thereon; provided that in the absence of written instructions from
each of the affected Noteholders, Loan Trustee shall not waive any default (i) in the
payment of the principal amount, Make-Whole Amount, if any, or interest due under any Equipment
Note then outstanding (other than with the consent of the holder thereof), or (ii) in
respect of a covenant or provision hereof which, under Article IX, cannot be modified or amended
without the consent of each such affected Noteholder.



     Section 4.06 Noteholders May Not Bring Suit Except Under Certain Conditions. A
Noteholder of any Series shall not have the right to institute any suit, action or proceeding at
law or in equity or otherwise with respect to this Indenture for the



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appointment of a receiver or for the enforcement of any other remedy under this Indenture,
unless:





     (1) such Noteholder previously shall have given written notice to Loan Trustee of a
continuing Event of Default;




     (2) a Majority in Interest of Noteholders shall have requested Loan Trustee in writing
to institute such action, suit or proceeding and shall have offered to Loan Trustee
indemnity as provided in Section 5.03;




     (3) Loan Trustee shall have refused or neglected to institute any such action, suit or
proceeding for 60 days after receipt of such notice, request and offer of indemnity; and




     (4) no direction inconsistent with such written request shall have been given to Loan
Trustee during such 60-day period by a Majority in Interest of Noteholders.



     Except to the extent provided in the Intercreditor Agreement or in any Indenture Supplement,
it is understood and intended that no one or more of Noteholders of any Series shall have any right
in any manner whatsoever hereunder or under the Indenture Supplement or under the Equipment Notes
of such Series to (i) surrender, impair, waive, affect, disturb or prejudice any
Collateral, or the Lien of the Indenture on any Collateral, or the rights of Noteholders of such
Series, (ii) obtain or seek to obtain priority over or preference with respect to any other
such Noteholder of such Series or (iii) enforce any right under this Indenture, except in
the manner provided in this Indenture and for the equal, ratable and common benefit of all
Noteholders of such Series subject to the provisions of this Indenture.



     Section 4.07 Appointment of a Receiver. To the extent permitted by applicable law, if
an Event of Default shall have occurred and be continuing, and the Equipment Notes either shall
have been accelerated pursuant to Section 4.02 or have become due at maturity, Loan Trustee shall,
as a matter of right, be entitled to the appointment of a receiver (who may be Loan Trustee or any
successor or nominee thereof) for all or any part of the Collateral, whether such receivership be
incidental to a proposed sale of the Collateral or the taking of possession thereof or otherwise,
and, to the extent permitted by applicable law, Company hereby consents to the appointment of such
a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of
the Collateral shall be entitled to exercise all the rights and powers of Loan Trustee with respect
to the Collateral.



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ARTICLE V




Duties of Loan Trustee




     Section 5.01 Notice of Event of Default. If Loan Trustee has knowledge of an Event of
Default or of a default arising from a failure by Company to pay when due any payment of principal
amount, interest on, or Make-Whole Amount, if any, due and payable under any Equipment Note, Loan
Trustee shall promptly give notice thereof to Company, each Liquidity Provider and each Noteholder.
Subject to the terms of Sections 4.02, 4.05, 5.02 and 5.03, Loan Trustee shall take such action,
or refrain from taking such action, with respect to such default or Event of Default (including
with respect to the exercise of any rights or remedies hereunder) as Loan Trustee is instructed in
writing by a Majority in Interest of Noteholders. Subject to the provisions of Section 5.03, if
Loan Trustee does not receive instructions as above provided within 20 Business Days after giving
notice of such default or Event of Default to Noteholders, Loan Trustee may, subject to
instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take
such action, or refrain from taking such action with respect to such default or Event of Default as
it reasonably determines to be advisable in the best interests of Noteholders, but shall be under
no duty to take or refrain from taking any action. It shall use the same degree of care and skill
in connection therewith as a prudent person would use under the circumstances in the conduct of his
or her own affairs. Loan Trustee may not sell the Airframe or any Engine without the consent of a
Majority in Interest of Noteholders.



     For all purposes of this Indenture, in the absence of actual knowledge, Loan Trustee shall not
be deemed to have knowledge of a default or an Event of Default unless notified in writing by
Company or one or more Noteholders; and “actual knowledge” (as used in the foregoing clause) of
Loan Trustee shall mean actual knowledge of an officer in the Corporate Trust Office of Loan
Trustee; provided that Loan Trustee is deemed to have actual knowledge of (i) the
failure of Company to pay any principal amount of, or interest on, the Equipment Notes directly to
Loan Trustee when the same shall become due or (ii) the failure of Company to maintain
insurance as required under Section 7.06 if Loan Trustee receives written notice thereof from an
insurer or insurance broker.



     Section 5.02 Action upon Instructions; Certain Rights and Limitations. Subject to the
terms of Article IV and this Article V, upon the written instructions at any time of a Majority in
Interest of Noteholders, Loan Trustee shall promptly (i) give such notice, direction,
consent, waiver or approval or exercise such right, remedy or power hereunder in respect of all or
any part of the Collateral or (ii) take such other action permitted hereunder, in each
case, as is specified in such instructions.



     Loan Trustee will cooperate with Company in connection with the recording, filing,
re-recording and refiling of the Indenture and any supplements to it and any financing statements
or other documents as is necessary to maintain the perfection hereof



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or otherwise protect the security interests created hereby. Loan Trustee shall furnish to
Company upon request such information and copies of such documents as Loan Trustee may have and as
are necessary for Company to perform its duties under Article II.




     Section 5.03 Indemnification. Loan Trustee shall not be required to take any action
or refrain from taking any action under Section 5.01 (other than the first sentence thereof) or
5.02 or Article IV unless it shall have received indemnification against any risks incurred in
connection therewith in form and substance reasonably satisfactory to it, including, without
limitation, adequate advances against costs that may be actually incurred by it in connection
therewith. Loan Trustee shall not be required to take any action under Section 5.01 (other than
the first sentence thereof) or 5.02 or Article IV, nor shall any other provision of any Operative
Document be deemed to impose a duty on Loan Trustee to take any action, if Loan Trustee shall have
been advised by outside counsel that such action is contrary to the terms hereof or is otherwise
contrary to law.



     Section 5.04 No Duties Except as Specified in Indenture or Instructions. Loan Trustee
shall not have any duty or obligation to manage, control, lease, use, sell, operate, store, dispose
of or otherwise deal with the Aircraft or any other part of the Collateral, or to otherwise take or
refrain from taking any action under, or in connection with, this Indenture, except as expressly
provided by the terms of this Indenture or the Participation Agreement or as expressly provided in
written instructions received pursuant to the terms of Section 5.01 or 5.02; and no implied duties
or obligations shall be read into this Indenture against Loan Trustee.



     Section 5.05 No Action Except under Indenture or Instructions. Loan Trustee will not
manage, control, use, sell, lease, operate, store, dispose of or otherwise deal with the Aircraft
or any other part of the Collateral except in accordance with the powers granted to, or the
authority conferred upon, Loan Trustee pursuant to this Indenture and in accordance with the
express terms hereof.



     Section 5.06 Investment of Amounts Held by Loan Trustee. Any monies (including for
the purpose of this Section 5.06 any amounts held by Loan Trustee pursuant to Section 3.02, 3.03 or
3.07 or pursuant to any provision of any other Operative Document providing for amounts to be held
by Loan Trustee which are not distributed pursuant to the other provisions of Article III, or any
cash received by Loan Trustee pursuant to Section 7.05(c) or 7.06(d) or otherwise, or Permitted
Investments purchased by the use of such cash pursuant to this Section 5.06 or any cash
constituting the proceeds of the maturity, sale or other disposition of any Permitted Investments)
held by Loan Trustee hereunder as part of the Collateral, until paid out by Loan Trustee as herein
provided, (i) subject to clause (ii) below and Section 3.07, may be carried by Loan Trustee
on deposit with itself or on deposit to its account with any bank, trust company or national
banking association incorporated or doing business under the laws of the United States or one of
the states thereof having combined capital and surplus and retained earnings of a least
$100,000,000, and Loan Trustee shall not have any liability for interest



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upon any such monies except as otherwise agreed in writing with Company, or (ii) at
any time and from time to time, so long as no Event of Default shall have occurred and be
continuing, at the request of Company, shall be invested and reinvested in Permitted Investments as
specified in such request (if such investments are reasonably available for purchase) and sold, in
any case at such prices, including accrued interest or its equivalent, as are set forth in such
request, and, as provided in Section 3.07, such Permitted Investments shall be held by Loan Trustee
in trust as part of the Collateral until so sold; provided that Company shall upon demand
pay to Loan Trustee the amount of any loss realized upon maturity, sale or other disposition of any
such Permitted Investment and, so long as no Event of Default or Payment Default shall have
occurred and be continuing, Company shall be entitled to receive from Loan Trustee, and Loan
Trustee shall promptly pay to Company, any profit, income, interest, dividend or gain realized upon
maturity, sale or other disposition of any Permitted Investment. All Permitted Investments held by
Loan Trustee pursuant to this Section 5.06 shall be held pursuant to Section 3.07. If an Event of
Default or Payment Default shall have occurred and be continuing, any net income, profit, interest,
dividend or gain realized upon maturity, sale or other disposition of any Permitted Investment
shall be held as part of the Collateral and shall be applied by Loan Trustee at the same time, on
the same conditions and in the same manner as the amounts in respect of which such income, profit,
interest, dividend or gain was realized are required to be distributed in accordance with the
provisions hereof pursuant to which such amounts were required to be held. Subject to Section
3.03, at such time as there shall not be continuing any such Event of Default or Payment Default,
such income, profit, interest, dividend or gain shall be paid to Company. In addition, subject to
Section 3.03, if any moneys or investments are held by Loan Trustee solely because an Event of
Default or Payment Default has occurred and is continuing, at such time as there shall not be
continuing any such Event of Default or Payment Default, such moneys and investments shall be paid
to Company. Loan Trustee shall not be responsible for any losses on any investments or sales of
Permitted Investments made pursuant to the procedure specified in this Section 5.06 other than by
reason of its willful misconduct or negligence.




ARTICLE VI




Loan Trustee




     Section 6.01 Acceptance of Trusts and Duties. U.S. Bank accepts the trusts and duties
hereby created and applicable to it and agrees to perform such duties, but only upon the terms of
this Indenture and agrees to receive, handle and disburse all monies received by it as Loan Trustee
constituting part of the Collateral in accordance with the terms. U.S. Bank shall have no
liability hereunder except (a) for its own willful misconduct or negligence, (b) as
provided in the fourth sentence of Section 2.03 and the last sentence of Section 5.06, (c)
for liabilities that may result from the inaccuracy of any



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representation or warranty of U.S. Bank in the Participation Agreement or expressly made
hereunder and (d) as otherwise expressly provided in the Operative Documents.




     For the avoidance of doubt, Loan Trustee shall also be accountable in its capacity as
Securities Intermediary with respect to the Security Account, as set forth in Section 3.07.



     Section 6.02 Absence of Certain Duties. Except in accordance with written
instructions furnished pursuant to Section 5.01, 5.02 or 6.06, and except as provided in, and
without limiting the generality of, Sections 5.02, 5.03 and 5.04, Loan Trustee shall have no duty
(a) to see to any registration of the Aircraft or any recording or filing of this Indenture
or any other document, or to see to the maintenance of any such registration, recording or filing,
(b) to see to any insurance on the Aircraft or to effect or maintain any such insurance,
whether or not Company is in default with respect thereto, (c) to confirm, verify or
inquire into the failure to receive any financial statements of Company or (d) to inspect
the Aircraft at any time or ascertain or inquire as to the performance or observance of any of
Company’s covenants hereunder with respect to the Aircraft.



     Section 6.03 No Representations or Warranties as to the Documents. Except as provided
in Article V of the Participation Agreement, Loan Trustee shall not be deemed to have made any
representation or warranty as to the validity, legality or enforceability of any Operative Document
or any other document or instrument, or as to the correctness of any statement (other than a
statement by Loan Trustee) contained herein or therein, except that Loan Trustee hereby represents
and warrants that each of said specified documents to which it is a party has been or will be duly
executed and delivered by one of its officers who is and will be duly authorized to execute and
deliver such document on its behalf.



     Section 6.04 No Segregation of Monies; No Interest. Subject to Section 5.06 and
except as provided in Section 3.07, all moneys received by Loan Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by mandatory provisions of
law, and neither Loan Trustee nor any agent of Loan Trustee shall be under any liability for
interest on any moneys received by it hereunder; provided that any payments received, or
applied hereunder, by Loan Trustee shall be accounted for by Loan Trustee so that any portion
thereof paid or applied pursuant hereto shall be identifiable as to the source thereof.



     Section 6.05 Reliance; Agents; Advice of Counsel. Loan Trustee shall not incur any
liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper reasonably believed by it to
be genuine and reasonably believed by it to be signed by the proper party or parties. Loan Trustee
may accept a copy of a resolution of the Board of Directors of any party to the Participation
Agreement, certified by the Secretary or an



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Assistant Secretary of such party as duly adopted and in full force and effect, as conclusive
evidence that such resolution has been duly adopted and that the same is in full force and effect.
As to any fact or matter the manner of ascertainment of which is not specifically described herein,
Loan Trustee may for all purposes hereof rely on a certificate, signed by a duly authorized officer
of Company, as to such fact or matter, and such certificate shall constitute full protection to
Loan Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
In the administration of the trusts hereunder, Loan Trustee may (a) execute any of the
trusts or powers hereof and perform its powers and duties hereunder directly or through agents
(including paying agents or registrars) or attorneys, and (b) at the expense of the
Collateral, consult with counsel, accountants and other skilled Persons to be selected and retained
by it; provided that, prior to retaining agents (including paying agents or registrars),
counsel, accountants or other skilled Persons, so long as no Event of Default exists, Loan Trustee
shall obtain Company’s consent (such consent not to be unreasonably withheld). Loan Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in accordance with the
advice or opinion of any such counsel, accountants or other skilled Persons acting within such
counsel’s, accountants’ or Person’s area of competence (so long as Loan Trustee shall have
exercised reasonable care and judgment in selecting such Persons).




     Section 6.06 Instructions from Noteholders. In the administration of the trusts
created hereunder, Loan Trustee shall have the right to seek instructions from a Majority in
Interest of Noteholders should any provision of this Indenture appear to conflict with any other
provision herein or any other Operative Document or Pass Through Document or should Loan Trustee’s
duties or obligations hereunder be unclear, and Loan Trustee shall incur no liability in refraining
from acting until it receives such instructions. Loan Trustee shall be fully protected for acting
in accordance with any instructions received under this Section 6.06.



ARTICLE VII




Operating Covenants of Company




     Section 7.01 Liens. Company will not directly or indirectly create, incur, assume or
suffer to exist any Lien on or with respect to the Aircraft, its title thereto or any of its
interest therein, except:




     (a) the respective rights of Loan Trustee and Company as provided in the Operative
Documents, the Lien of this Indenture, the rights of any Permitted Lessee under a Lease
permitted hereunder and the rights of any Person existing pursuant to the Operative
Documents or the Pass Through Documents;




     (b) the rights of others under agreements or arrangements to the extent expressly
permitted by this Indenture;



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     (c) Loan Trustee Liens, Noteholder Liens and Other Party Liens;




     (d) Liens for Taxes either not yet overdue or being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any material risk of the
sale, forfeiture or loss of the Airframe or any Engine or Loan Trustee’s interest therein
or impair the Lien of this Indenture;




     (e) materialmen’s, mechanics’, workers’, repairmen’s, landlords’, employees’ or other
like Liens arising in the ordinary course of business (including those arising under
maintenance agreements entered into in the ordinary course of business) securing
obligations that either are not yet overdue for a period of more than 60 days or are being
contested in good faith by appropriate proceedings so long as such proceedings do not
involve any material risk of the sale, forfeiture or loss of the Airframe or any Engine or
Loan Trustee’s interest therein or materially impair the Lien of this Indenture;




     (f) Liens arising out of any judgment or award, so long as such judgment or award is,
within 60 days after the entry thereof, discharged, vacated or reversed, or execution
thereof stayed pending appeal or other judicial review or is discharged, vacated or
reversed within 60 days after the expiration of such stay;




     (g) any other Lien with respect to which Company provides a bond, cash collateral or
other security adequate in the reasonable opinion of Loan Trustee;




     (h) salvage or similar rights of insurers under insurance policies maintained by
Company; and




     (i) Liens approved in writing by Loan Trustee with the consent of a Majority in
Interest of Noteholders.



     Liens described in clauses (a) through (i) above are referred to herein as “Permitted
Liens”. Company shall promptly, at its own expense, take (or cause to be taken) such action as
may be necessary duly to discharge (by bonding or otherwise) any Lien other than a Permitted Lien
arising at any time with respect to the Aircraft, its title thereto or any of its interest therein.



     Section 7.02 Possession, Operation and Use, Maintenance and Registration.



     (a) Possession. Without the prior written consent of Loan Trustee, Company shall not
lease or otherwise in any manner deliver, transfer or relinquish possession of the Airframe or any
Engine or install any Engine, or permit any Engine to be installed, on any airframe other than the
Airframe; provided that Company (or, except with respect to



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clauses (viii) and (ix) below, any Permitted Lessee) may without the prior written consent of
Loan Trustee:





     (i) subject the Airframe to interchange agreements or subject any Engine to
interchange or pooling agreements or arrangements, in each case entered into by Company (or
any Permitted Lessee) in the ordinary course of its business; provided that
(A) no such agreement or arrangement contemplates or requires the transfer of title
to the Airframe and (B) if Company’s title to any such Engine is divested under any
such agreement or arrangement, such divestiture shall be deemed to be an Event of Loss with
respect to such Engine, and Company shall (or shall cause any Permitted Lessee to) comply
with Section 7.05(b) in respect thereof;




     (ii) deliver possession of the Airframe or any Engine to any Person for testing,
service, repair, restoration, storage, maintenance or other similar purposes or for
alterations, modifications or additions to the Airframe or such Engine to the extent
required or permitted by the terms hereof;




     (iii) transfer or permit the transfer of possession of the Airframe or any Engine to
any Government pursuant to a lease, contract or other instrument;




     (iv) subject (or permit any Permitted Lessee to subject) the Airframe or any Engine to
the CRAF Program or transfer (or permit any Permitted Lessee to transfer) possession of the
Airframe or any Engine to the United States government in accordance with applicable laws,
rulings, regulations or orders (including, without limitation, any transfer of possession
pursuant to the CRAF Program); provided that Company (or any Permitted Lessee)
(A) shall promptly notify Loan Trustee upon transferring possession of the Airframe
or any Engine pursuant to this clause (iv) and (B) in the case of a transfer of
possession pursuant to the CRAF Program, shall notify Loan Trustee of the name and address
of the responsible Contracting Office Representative for the Air Mobility Command of the
United States Air Force or other appropriate Person to whom notices must be given and to
whom requests or claims must be made to the extent applicable under the CRAF Program;




     (v) install an Engine on an airframe owned by Company (or any Permitted Lessee) free
and clear of all Liens, except (A) Permitted Liens and Liens that apply only to the
engines (other than Engines), appliances, parts, instruments, appurtenances, accessories,
furnishings and other equipment (other than Parts) installed on such airframe (but not to
the airframe as an entirety) and (B) the rights of third parties under interchange
agreements or pooling or similar arrangements that would be permitted under clause (i)
above;



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     (vi) install an Engine on an airframe leased to Company (or any Permitted Lessee) or
purchased or owned by Company (or any Permitted Lessee) subject to a conditional sale or
other security agreement; provided that: (A) such airframe is free and
clear of all Liens except (1) the rights of the parties to the lease or conditional
sale or other security agreement covering such airframe, or their successors and assigns,
and (2) Liens of the type permitted by clause (v) of this Section 7.02(a); and
(B) either: (1) Company has obtained from the lessor or secured party of
such airframe a written agreement (which may be the lease, conditional sale or other
security agreement covering such airframe), in form and substance satisfactory to Loan
Trustee (an agreement from such lessor or secured party substantially in the form of the
penultimate paragraph of this Section 7.02(a) being deemed to be satisfactory to Loan
Trustee), whereby such lessor or secured party expressly agrees that neither it nor its
successors or assigns will acquire or claim any right, title or interest in any Engine by
reason of such Engine being installed on such airframe at any time while such Engine is
subject to the Lien of this Indenture, or (2) such lease, conditional sale or other
security agreement provides that such Engine shall not become subject to the Lien of such
lease, conditional sale or other security agreement at any time while such Engine is
subject to the Lien of this Indenture, notwithstanding its installation on such airframe;




     (vii) install an Engine on an airframe owned by Company (or any Permitted Lessee),
leased to Company (or any Permitted Lessee) or purchased by Company (or any Permitted
Lessee) subject to a conditional sale or other security agreement under circumstances where
neither clause (v) nor clause (vi) of this Section 7.02(a) is applicable; provided
that such installation shall be deemed an Event of Loss with respect to such Engine, and
Company shall comply with Section 7.05(b) in respect thereof, if such installation
adversely affects Loan Trustee’s security interest in such Engine, Loan Trustee not
intending hereby to waive any right or interest it may have to or in such Engine under
applicable law until compliance by Company with Section 7.05(b);




     (viii) lease any Engine or the Airframe and Engines to any United States air carrier
as to which there is in force a certificate issued pursuant to the Transportation Code (49
U.S.C. Sections 41101-41112) or successor provision that gives like authority;
provided that no Event of Default exists at the time such lease is entered into;
and




     (ix) lease any Engine or the Airframe and Engines to (A) any foreign air
carrier other than those set forth in clause (B), (B) any foreign air carrier that
is at the inception of the lease based in and a domiciliary of a country listed in Exhibit
B hereto, (C) the manufacturer of the Airframe or any Engine (either directly or
through an affiliate) and (D) any foreign air carrier consented to in



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writing by Loan Trustee with the consent of a Majority in Interest of Noteholders;
provided that (v) no Event of Default exists at the time such lease is
entered into, (w) in the case of a lease to a foreign air carrier under clause (A)
above, Loan Trustee receives at the time of such lease (1) written confirmation
from each of the Rating Agencies that such lease would not result in a reduction of the
rating for any class of Pass Through Certificates below the then current rating for such
class of Pass Through Certificates then rated by such Rating Agency or a withdrawal or
suspension of the rating of any class of Pass Through Certificates and (2) an
opinion of counsel to Company (such counsel to be reasonably satisfactory to Loan Trustee)
to the effect that there exist no possessory rights in favor of the lessee under the laws
of such lessee’s country which would, upon bankruptcy or insolvency of or other default by
Company and assuming at such time such lessee is not insolvent or bankrupt, prevent the
taking of possession of any such Engine or the Airframe and any such Engine by Loan Trustee
in accordance with and when permitted by the terms of Section 4.02 upon the exercise by
Loan Trustee of its remedies under Section 4.02, (x) in the case of a lease to any
foreign air carrier (other than a foreign air carrier principally based in Taiwan), the
United States maintains normal diplomatic relations with the country in which such foreign
air carrier is based at the time such lease is entered into and in the case of a lease to a
foreign air carrier principally based in Taiwan, the United States maintains diplomatic
relations with Taiwan at least as good as those on the Closing Date, (y) in the
case of a lease to any foreign air carrier, Company furnishes Loan Trustee with a
certificate from a Responsible Officer of Company certifying that there exist no possessory
rights in favor of such lessee under the laws of such lessee’s country which would, upon
bankruptcy or insolvency of or other default by Company, and assuming at such time such
lessee is not insolvent or bankrupt, prevent the taking of possession of any such Engine or
the Airframe and any such Engine by Loan Trustee in accordance with and when permitted by
the terms of Section 4.02 upon the exercise by Loan Trustee of its remedies under Section
4.02, and (z) in the case of any lease to a foreign air carrier, such carrier is
not then subject to any bankruptcy, insolvency, liquidation, reorganization, dissolution or
similar proceeding and shall not have substantially all of its property in the possession
of any liquidator, trustee, receiver or similar person;



provided that the rights of any lessee or other transferee who receives possession of the
Aircraft, the Airframe or any Engine by reason of a transfer permitted by this Section 7.02(a)
(other than the transfer of an Engine which is deemed an Event of Loss) shall be subject and
subordinate to, and any permitted lease shall be made expressly subject and subordinate to, all the
terms of this Indenture, including Loan Trustee’s rights to repossess pursuant to Section 4.02 and
to avoid such lease upon such repossession, and Company shall remain primarily liable hereunder for
the performance and observance of all of the terms and conditions of this Indenture to the same
extent as if such lease or transfer had not occurred, any such lease shall include appropriate
provisions for the



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maintenance and insurance of the Aircraft, the Airframe or such Engine, and no lease or transfer of
possession otherwise in compliance with this Section shall (x) result in any registration
or re-registration of the Aircraft except to the extent permitted in Section 7.02(e) or the
maintenance, operation or use thereof that does not comply with Section 7.02(b) and (c) or
(y) permit any action not permitted to be taken by Company with respect to the Aircraft
hereunder. Company shall promptly notify Loan Trustee and the Rating Agencies of the existence of
any such lease with a term in excess of one year.




     Loan Trustee, each Noteholder by acceptance of an Equipment Note, and each Related Noteholder
by acceptance of a Related Equipment Note agrees, for the benefit of Company (and any Permitted
Lessee) and for the benefit of the lessor or secured party of any airframe or engine leased to
Company (or any Permitted Lessee) or purchased or owned by Company (or any Permitted Lessee)
subject to a conditional sale or other security agreement, that Loan Trustee, Noteholders and
Related Noteholders will not acquire or claim, as against Company (or any Permitted Lessee) or such
lessor or secured party, any right, title or interest in: (A) any engine or engines owned
by Company (or any Permitted Lessee) or by the lessor under such lease or subject to a security
interest in favor of the secured party under such conditional sale or other security agreement as
the result of such engine or engines being installed on the Airframe, or (B) any airframe
owned by Company (or any Permitted Lessee) or by the lessor under such lease or subject to a
security interest in favor of the secured party under such conditional sale or other security
agreement as the result of any Engine being installed on such airframe.



     Loan Trustee acknowledges that any “wet lease” or other similar arrangement under which
Company (or any Permitted Lessee) maintains operational control of the Aircraft does not constitute
a delivery, transfer or relinquishment of possession for purposes of this Section 7.02(a).



     (b) Operation and Use. Company agrees that the Aircraft will not be maintained, used
or operated in violation of any law, rule or regulation of any government of any country having
jurisdiction over the Aircraft or in violation of any airworthiness certificate, license or
registration relating to the Aircraft issued by any such government, except to the extent Company
(or, if a Lease is then in effect, any Permitted Lessee) is contesting in good faith the validity
or application of any such law, rule or regulation in any manner that does not involve any material
risk of sale, forfeiture or loss of the Aircraft or impair the Lien of this Indenture;
provided that Company shall not be in default under, or required to take any action set
forth in, this sentence if it is not possible for it to comply with the laws of a jurisdiction
other than the United States (or other than any jurisdiction in which the Aircraft is then
registered) because of a conflict with the applicable laws of the United States (or such
jurisdiction in which the Aircraft is then registered). Company will not operate the Aircraft, or
permit the Aircraft to be operated or located, (i) in any area excluded from coverage by
any insurance required by the terms of Section 7.06 or (ii) in any war zone or recognized
or, in Company’s judgment,



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threatened areas of hostilities unless covered by war risk insurance in accordance with
Section 7.06, unless in the case of either clause (i) or (ii), (x) government
indemnification complying with Sections 7.06(a) and (b) has been provided or (y) the
Aircraft is only temporarily located in such area as a result of an isolated occurrence or isolated
series of occurrences attributable to a hijacking, medical emergency, equipment malfunction,
weather conditions, navigational error or other similar circumstances and Company is using its good
faith efforts to remove the Aircraft from such area as promptly as practicable.




     (c) Maintenance. Company shall maintain, service, repair and overhaul the Aircraft
(or cause the same to be done) (i) so as to keep the Aircraft in good operating condition
and in such condition as may be necessary to enable the airworthiness certification of the Aircraft
to be maintained in good standing at all times (other than during temporary periods of storage,
during maintenance, testing or modification permitted hereunder, or during periods of grounding by
applicable governmental authorities) under the Transportation Code, during such periods in which
the Aircraft is registered under the laws of the United States, or, if the Aircraft is registered
under the laws of any other jurisdiction, the applicable laws of such jurisdiction and (ii)
using the same standards as Company (or a Permitted Lessee, if a Lease is in effect) uses with
respect to similar aircraft operated by Company (or such Permitted Lessee) in similar circumstances
(it being understood that the obligations pursuant to this clause (ii) do not limit Company’s
obligations under the preceding clause (i)). In any case, the Aircraft will be maintained in
accordance with the maintenance standards required by the FAA (while operated under an FAA-approved
maintenance program) or, while operated under the maintenance program of another jurisdiction,
standards substantially equivalent to those required by the central aviation authority of
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland or the United Kingdom. Company shall
maintain or cause to be maintained all records, logs and other documents required to be maintained
in respect of the Aircraft by appropriate authorities in the jurisdiction in which the Aircraft is
registered.



     (d) Identification of Loan Trustee’s Interest. Company agrees to affix as promptly as
practicable after the Closing Date and thereafter to maintain in the cockpit of the Aircraft, in a
clearly visible location, and (if not prevented by applicable law or regulations or by any
government) on each Engine, a nameplate bearing the inscription “MORTGAGED TO U.S. BANK TRUST
NATIONAL ASSOCIATION, AS LOAN TRUSTEE” (such nameplate to be replaced, if necessary, with a
nameplate reflecting the name of any successor Loan Trustee).



     (e) Registration. Company shall cause the Aircraft to remain duly registered, under
the laws of the United States, in the name of Company except as otherwise required by the
Transportation Code; provided that Loan Trustee shall, at Company’s



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expense, execute and deliver all such documents as Company may reasonably request for the
purpose of continuing such registration. Notwithstanding the preceding sentence, Company, at its
own expense, may cause or allow the Aircraft to be duly registered under the laws of any foreign
jurisdiction in which a Permitted Lessee could be principally based, in the name of Company or of
any nominee of Company, or, if required by applicable law, in the name of any other Person (and,
following any such foreign registration, may cause the Aircraft to be re-registered under the laws
of the United States); provided that in the case of jurisdictions other than those approved
by Loan Trustee with the consent of a Majority in Interest of Noteholders (i) if such
jurisdiction is at the time of registration listed on Exhibit B, Loan Trustee shall have received
at the time of such registration an opinion of counsel to Company to the effect that (A)
this Indenture and Loan Trustee’s right to repossession thereunder is valid and enforceable under
the laws of such country, (B) after giving effect to such change in registration, the Lien
of this Indenture shall continue as a valid Lien and shall be duly perfected in the new
jurisdiction of registration and that all filing, recording or other action necessary to perfect
and protect the Lien of this Indenture has been accomplished (or if such opinion cannot be given at
such time, (x) the opinion shall detail what filing, recording or other action is necessary
and (y) Loan Trustee shall have received a certificate from a Responsible Officer of
Company that all possible preparations to accomplish such filing, recording and other action shall
have been done, and such filing, recording and other action shall be accomplished and a
supplemental opinion to that effect shall be promptly delivered to Loan Trustee subsequent to the
effective date of such change in registration), (C) the obligations of Company under this
Indenture shall remain valid, binding and (subject to customary bankruptcy and equitable remedies
exceptions and to other exceptions customary in foreign opinions generally) enforceable under the
laws of such jurisdiction (or the laws of the jurisdiction to which the laws of such jurisdiction
would refer as the applicable governing law), (D) all approvals or consents of any
government in such jurisdiction having jurisdiction required for such change in registration shall
have been duly obtained and shall be in full force and effect and (E) (unless Company shall
have agreed to provide insurance covering the risk of requisition of use or title of the Aircraft
by the government of such jurisdiction so long as the Aircraft is registered under the laws of such
jurisdiction) the laws of such jurisdiction require fair compensation by the government of such
jurisdiction payable in currency freely convertible into Dollars for the loss of use or title of
the Aircraft in the event of requisition by such government of such use or title, and (ii)
if such jurisdiction is at the time of registration not listed on Exhibit B, Loan Trustee shall
have received (in addition to the opinions set forth in clause (i) above) at the time of such
registration an opinion of counsel to Company to the effect that (A) the terms of this
Indenture are legal, valid, binding and enforceable in such jurisdiction (subject to exceptions
customary in such jurisdiction; provided that, subject to exceptions relating to
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and exceptions relating to general principles of equity, such counsel shall
opine that any applicable laws limiting the remedies provided in Section 4.02 do not in the opinion
of such counsel make the




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remedies provided in Section 4.02 inadequate for the practical realization of the rights and
benefits provided thereby), (B) it is not necessary for Loan Trustee to register or qualify
to do business in such jurisdiction and (C) there is no tort liability of the lender of an
aircraft not in possession thereof under the laws of such jurisdiction other than tort liability
that might have been imposed on such lender under the laws of the United States or any state
thereof (it being understood that such opinion shall be waived if insurance reasonably satisfactory
to Loan Trustee is provided, at Company’s expense, to cover such risk). Loan Trustee will
cooperate with Company in effecting such foreign registration. Notwithstanding the foregoing,
prior to any such change in the country of registry of the Aircraft, the following conditions shall
be met (or waived as provided in Section 6.01(b) of the Participation Agreement):





     (i) no Event of Default shall have occurred and be continuing at the effective date of
the change in registration; provided that it shall not be necessary to comply with
this condition if the change in registration results in the registration of the Aircraft
under the laws of the United States or if a Majority in Interest of Noteholders consents to
such change in registration;




     (ii) Loan Trustee shall have received evidence of compliance with the insurance
provisions contained herein after giving effect to such change in registration;




     (iii) other than in the case of a change in registration to Taiwan, the proposed
change in registration is made to a country with which the United States then maintains
normal diplomatic relations, and in the case of a change in registration to Taiwan, the
United States maintains diplomatic relations with Taiwan at least as good as those on the
Closing Date; and




     (iv) Company shall have paid or made provision reasonably satisfactory to Loan Trustee
for the payment of all reasonable expenses (including reasonable attorneys’ fees) of Loan
Trustee and Noteholders in connection with such change in registration.



     Company shall (i) at Loan Trustee’s request from time to time, take such actions as
may be required to be taken by Company so that any International Interest arising in relation to
this Indenture, the Aircraft, any Replacement Aircraft, any Engine or Replacement Engine may be
duly registered (and any such registration may be assigned, amended, extended or discharged) at the
International Registry, and (ii) obtain from the International Registry all approvals as
may be required duly and timely to perform Company’s obligations under this Indenture with respect
to the registration of any such International Interest. Loan Trustee shall take all actions
necessary with respect to the International Registry to consent to Company’s initiation of any
registrations required under this Indenture to enable Company to complete such registrations,
including, without limitation, appointing Daugherty, Fowler, Peregrin, Haught & Jenson, a



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Professional Corporation, as its “professional user entity” (as defined in the Cape Town
Treaty) to consent to any registrations on the International Registry with respect to the Airframe
or any Engine.




     Section 7.03 Inspection; Financial Information.



     (a) Inspection. At all reasonable times, but upon at least 15 Business Days’ prior
written notice to Company, Loan Trustee or its authorized representatives may, subject to the other
conditions of this Section 7.03(a), inspect the Aircraft and may inspect the books and records of
Company relating to the maintenance of the Aircraft required to be maintained by the FAA or the
government of another jurisdiction in which the Aircraft is then registered; provided that
(i) Loan Trustee or its representatives, as the case may be, shall be fully insured at no
cost to Company or any Permitted Lessee in a manner satisfactory to Company with respect to any
risks incurred in connection with any such inspection or shall provide to Company a written release
satisfactory to Company and any Permitted Lessee with respect to such risks, (ii) any such
inspection shall be during Company’s or Permitted Lessee’s, as the case may be, normal business
hours and subject to the safety, security and workplace rules applicable at the location where such
inspection is conducted and any applicable governmental rules or regulations, (iii) any
such inspection of the Aircraft shall be a visual, walk-around inspection of the interior and
exterior of the Aircraft and shall not include opening any panels, bays or the like without
Company’s express consent, which consent Company may in its sole discretion withhold, and
(iv) no exercise of such inspection right shall interfere with the use, operation or
maintenance of the Aircraft by, or the business of, Company or any Permitted Lessee and Company and
any Permitted Lessee shall not be required to undertake or incur any additional liabilities in
connection therewith. All information obtained in connection with any such inspection of the
Aircraft and of such books and records shall be Confidential Information and shall be treated by
Loan Trustee and its representatives in accordance with the provisions of Section 10.16. Any
inspection pursuant to this Section 7.03(a) shall be at the sole risk (including, without
limitation, any risk of personal injury or death) and expense of Loan Trustee (or its
representatives) making such inspection. Except during the continuance of an Event of Default, all
inspections by Loan Trustee and its representatives provided for under this Section 7.03(a) shall
be limited to one inspection of any kind contemplated by this Section 7.03(a) during any
consecutive twelve month period.



     (b) Financial Information. So long as any of the Secured Obligations remain unpaid,
Company agrees to furnish to Loan Trustee: (i) within 60 days after the end of each of the
first three quarterly periods in each fiscal year of Company, either (x) a consolidated
balance sheet of Company and its consolidated subsidiaries prepared by it as of the close of such
period, together with the related consolidated statements of income for such period or (y)
a report of Company on Form 10-Q in respect of such period in the form filed with the Securities
and Exchange Commission and (ii) within 120 days after



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the close of each fiscal year of Company, either (x) a consolidated balance sheet of
Company and its consolidated subsidiaries as of the close of such fiscal year, together with the
related consolidated statements of income for such fiscal year, certified by independent public
accountants, or (y) a report of Company on Form 10-K in respect of such year in the form
filed with the Securities and Exchange Commission. The items required to be furnished pursuant to
clause (i) and clause (ii) above shall be deemed to have been furnished on the date on which such
item is posted on the Securities and Exchange Commission’s website at www.sec.gov, and such posting
shall be deemed to satisfy the requirements of clause (i) and clause (ii); provided that
Company will deliver a paper copy of any item referred to in clause (i) and clause (ii) above if
Loan Trustee so requests.




     Section 7.04 Replacement and Pooling of Parts; Alterations, Modifications and Additions;
Substitution of Engines.



     (a) Replacement of Parts. Company shall promptly replace or cause to be replaced all
Parts incorporated or installed in or attached to the Airframe or any Engine and that become worn
out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered permanently
unfit for use for any reason, except as otherwise provided in Section 7.04(c) or if the Airframe or
an Engine to which a Part relates has suffered an Event of Loss. In addition, Company (or any
Permitted Lessee) may remove in the ordinary course of maintenance, service, repair, overhaul or
testing, any Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated, damaged
beyond repair or rendered permanently unfit for use; provided that Company (or any
Permitted Lessee), except as otherwise provided in Section 7.04(c), will replace such Parts as
promptly as practicable. All replacement Parts shall be free and clear of all Liens (except for
Permitted Liens and except in the case of replacement property temporarily installed on an
emergency basis) and shall be in the condition and repair required to be maintained by the terms
hereof. Except as otherwise provided in Section 7.04(c), any Part removed from the Airframe or any
Engine shall remain subject to the Lien of this Indenture no matter where located until it is
replaced by a part incorporated or installed in or attached to the Airframe or such Engine that
meets the requirements for replacement Parts specified above. Immediately upon any replacement
Part becoming incorporated or installed in or attached to the Airframe or any Engine as above
provided (except in the case of replacement property temporarily installed on an emergency basis),
without further act, (i) the replaced Part shall thereupon be free and clear of all rights
of Loan Trustee and of the Lien of this Indenture and shall no longer be deemed a Part hereunder,
and (ii) such replacement Part shall become subject to the Lien of this Indenture and be
deemed a Part of the Airframe or such Engine for all purposes to the same extent as the Parts
originally incorporated or installed in or attached to the Airframe or such Engine. Upon request
of Company from time to time, Loan Trustee shall execute and deliver to Company an appropriate
instrument confirming the release of any such replaced Part from the Lien of this Indenture.



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     (b) Pooling of Parts. Any Part removed from the Airframe or any Engine as provided in
Section 7.04(a) may be subjected by Company or a Person permitted to be in possession of the
Aircraft to a pooling arrangement entered into in the ordinary course of Company’s or such Person’s
business; provided that the part replacing such removed Part shall be incorporated or
installed in or attached to the Airframe or such Engine in accordance with Section 7.04(a) as
promptly as practicable after the removal of such removed Part. In addition, any replacement Part
when incorporated or installed in or attached to the Airframe or any Engine may be owned by any
third party subject to such a pooling arrangement; provided that Company, at its expense,
as promptly thereafter as practicable either (i) causes title to such replacement Part to
vest in Company free and clear of all Liens (except Permitted Liens), or (ii) replaces such
replacement Part by incorporating or installing in or attaching to the Airframe or such Engine a
further replacement Part in the manner contemplated by Section 7.04(a).



     (c) Alterations, Modifications and Additions. Company will make (or cause to be made)
such alterations and modifications in and additions to the Airframe and the Engines as are required
from time to time to meet the applicable requirements of the FAA or any applicable government of
any other jurisdiction in which the Aircraft is then registered; provided that Company (or,
if a Lease is then in effect, any Permitted Lessee) may, in good faith, contest the validity or
application of any such requirement in any manner that does not involve any material risk of sale,
loss or forfeiture of the Aircraft and does not materially adversely affect Loan Trustee’s interest
in the Aircraft. In addition, Company (or any Permitted Lessee), at its own expense, may from time
to time add further parts or accessories and make or cause to be made such alterations and
modifications in and additions to the Airframe or any Engine as Company (or any Permitted Lessee)
deems desirable in the proper conduct of its business, including, without limitation, removal
(without replacement) of Parts; provided that no such alteration, modification or addition
shall materially diminish the value or utility of the Airframe or such Engine below its value or
utility immediately prior to such alteration, modification or addition, assuming that the Airframe
or such Engine was then in the condition required to be maintained by the terms of this Indenture,
except that the value (but not the utility) of the Airframe or any Engine may be reduced by the
value of any such Parts that are removed that Company deems obsolete or no longer suitable or
appropriate for use on the Airframe or any Engine. All Parts incorporated or installed in or
attached or added to the Airframe or any Engine as the result of such alteration, modification or
addition shall, without further act, be subject to the Lien of this Indenture. Notwithstanding the
foregoing, Company (or any Permitted Lessee) may, at any time, remove any Part from the Airframe or
any Engine if such Part: (i) is in addition to, and not in replacement of or substitution
for, any Part originally incorporated or installed in or attached to the Airframe or such Engine at
the time of delivery thereof to Company or any Part in replacement of, or substitution for, any
such Part, (ii) is not required to be incorporated or installed in or attached or added to
the Airframe or such Engine pursuant to the first sentence of this Section 7.04(c) and
(iii) can be removed from



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the Airframe or such Engine without materially diminishing the value or utility required to be
maintained by the terms of this Indenture that the Airframe or such Engine would have had had such
Part never been installed on the Airframe or such Engine. Upon the removal by Company (or any
Permitted Lessee) of any Part as permitted by this Section 7.04(c), such removed Part shall,
without further act, be free and clear of all rights and interests of Loan Trustee and the Lien of
this Indenture and shall no longer be deemed a Part hereunder. Upon request of Company from time
to time, Loan Trustee shall execute and deliver to Company an appropriate instrument confirming the
release of any such removed Part from the Lien of this Indenture. Loan Trustee acknowledges that
it has no interest in the Excluded Equipment. Notwithstanding the provisions of this Section
7.04(c) or any other term or condition of this Indenture, Company (or any Permitted Lessee) may
from time to time install on, and remove from, the Aircraft equipment that is owned by, leased to
or conditionally sold to Company (or any Permitted Lessee) (and title to such equipment shall
remain vested in Company, such Permitted Lessee, or the lessor or the conditional vendor thereof)
if (1) such equipment is Excluded Equipment and (2) the location affected by any
such removal, if damaged, is repaired prior to return, in a workmanlike manner, to a condition
suitable for commercial passenger service; provided that all costs of installation, removal
and replacement shall be the responsibility of Company.




     (d) Substitution of Engines. Company shall have the right at its option at any time,
on at least 30 days’ prior written notice to Loan Trustee, to substitute a Replacement Engine for
any Engine. In such event, and prior to the date of such substitution, Company shall replace such
Engine by complying with the terms of Section 7.05(b) to the same extent as if an Event of Loss had
occurred with respect to such Engine.



     Section 7.05 Loss, Destruction or Requisition.



     (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of
Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, Company
shall as soon as practicable (and, in any event, within 30 days after an Event of Loss has
occurred) notify Loan Trustee of such Event of Loss, and, within 90 days after such Event of Loss,
Company shall give Loan Trustee written notice of its election to perform one of the following
options (it being agreed that if Company has not given such notice of election within such 90-day
period, Company shall be deemed to have elected to perform the option set forth in the following
clause (ii)). Company may elect either to:




     (i) substitute, on or before the Loss Payment Date (as defined below), as replacement
for the Airframe or Airframe and Engines with respect to which an Event of Loss has
occurred, a Replacement Airframe (together with a number of Replacement Engines equal to
the number of Engines, if any, with respect to which the Event of Loss occurred), such
Replacement Airframe and Replacement



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Engines to be owned by Company free and clear of all Liens (other than Permitted
Liens); provided that if Company has not performed such obligation on or prior to
the Loss Payment Date, then Company shall on the Loss Payment Date redeem the Equipment
Notes in full in accordance with Section 2.10; or




     (ii) redeem, on or before the Loss Payment Date, the Equipment Notes in full in
accordance with Section 2.10. Company shall give Loan Trustee 20 days prior written notice
if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.



     The “Loss Payment Date” with respect to an Event of Loss means the Business Day next
succeeding the 120th day following the date of occurrence of such Event of Loss.



     If Company elects to substitute a Replacement Airframe (or a Replacement Airframe and one or
more Replacement Engines, as the case may be) Company shall, at its sole expense, not later than
the Loss Payment Date, (A) cause an Indenture Supplement for such Replacement Airframe and
Replacement Engines, if any, to be delivered to Loan Trustee for execution and, upon such
execution, to be filed for recordation pursuant to the Transportation Code or the applicable laws
of such other jurisdiction in which the Aircraft is then registered, (B) cause the sale of
such Replacement Airframe and Replacement Engines, if any, to Company (if occurring after February
28, 2006 and if the seller of such Replacement Airframe and Replacement Engines, if any, is
“situated in” a country that has ratified the Cape Town Convention) and the International Interest
created pursuant to the Indenture Supplement in favor of Loan Trustee with respect to such
Replacement Airframe and Replacement Engines, if any, each to be registered on the International
Registry as a sale or an International Interest, respectively; provided that if the seller
of such Replacement Airframe and Replacement Engines, if any, is not situated in a country that has
ratified the Cape Town Convention, Company will use its best efforts to cause the seller to
register the contract of sale on the International Registry, (C) cause a financing
statement or statements with respect to the Replacement Airframe and Replacement Engines, if any,
or other requisite documents or instruments to be filed in such place or places as necessary in
order to perfect Loan Trustee’s interest therein in the United States, or in any other jurisdiction
in which the Aircraft is then registered, (D) furnish Loan Trustee with an opinion of
Company’s counsel (which may be internal counsel of Company) addressed to Loan Trustee to the
effect that upon such replacement, such Replacement Airframe and Replacement Engines, if any, will
be subject to the Lien of this Indenture and addressing the matters set forth in clauses (A), (B)
and (C), (E) furnish Loan Trustee with a certificate of an independent aircraft engineer or
appraiser, certifying that the Replacement Airframe and Replacement Engines, if any, have a value
and utility (without regard to hours or cycles) at least equal to the Airframe and Engines, if any,
so replaced, assuming the Airframe and such Engines were in the condition and repair



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required by the terms hereof immediately prior to the occurrence of such Event of Loss,
(F) furnish Loan Trustee with evidence of compliance with the insurance provisions of
Section 7.06 with respect to such Replacement Airframe and Replacement Engines, if any, (G)
furnish Loan Trustee with a copy of the original bill of sale respecting such Replacement Airframe
and a copy of the original bill of sale or, if the bill of sale is unavailable, other evidence of
ownership reasonably satisfactory to Loan Trustee (which may be a copy of an invoice or purchase
order) respecting such Replacement Engines, if any, and (H) furnish Loan Trustee with an
opinion of Company’s counsel (which may be internal counsel of Company) reasonably satisfactory to
Loan Trustee to the effect that Loan Trustee will be entitled to the benefits of Section 1110 with
respect to the Replacement Airframe; provided that (i) such opinion need not be
delivered to the extent that the benefits of Section 1110 were not, by reason of a change in law or
governmental or judicial interpretation thereof, available to Loan Trustee with respect to the
Aircraft immediately prior to such substitution and (ii) such opinion may contain
qualifications and assumptions of the tenor contained in the Section 1110 opinion of Company’s
counsel delivered pursuant to Section 3.01 of the Participation Agreement on the Closing Date and
such other qualifications and assumptions as are at the time customary in opinions rendered in
comparable circumstances.




     In the case of each Replacement Airframe or Replacement Airframe and one or more Replacement
Engines subjected to the Lien of this Indenture under this Section 7.05(a), promptly upon the
recordation of the Indenture Supplement covering any such Replacement Airframe and Replacement
Engines, if any, pursuant to the Transportation Code (or pursuant to the applicable law of such
other jurisdiction in which such Replacement Airframe and Replacement Engines, if any, are
registered), Company will cause to be delivered to Loan Trustee a favorable opinion of FAA counsel
selected by Company if at the time of the Event of Loss the Aircraft was registered under the laws
of the United States (or, if at the time of the Event of Loss the Aircraft was registered under the
laws of another jurisdiction, counsel qualified to opine on matters of registration in such
jurisdiction selected by Company, which counsel shall be reasonably satisfactory to Loan Trustee)
addressed to Loan Trustee as to the due registration of such Replacement Aircraft and the due
recordation of such Indenture Supplement or such other requisite documents or instruments and the
validity and perfection of the security interest in the Replacement Aircraft granted to Loan
Trustee under this Indenture.



     For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the
Replacement Aircraft and Replacement Engines, if any, shall become part of the Collateral, the
Replacement Airframe shall be deemed an “Airframe” as defined herein, and each such
Replacement Engine shall be deemed an “Engine” as defined herein. Upon compliance with
clauses (A) through (H) of the third paragraph of this Section 7.05(a), Loan Trustee shall execute
and deliver to Company an appropriate instrument releasing such replaced Airframe and Engines (if
any) installed thereon at the time such Event of Loss occurred, all proceeds (including, without
limitation, insurance proceeds),



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the Warranty Rights in respect of such replaced Airframe and Engines (if any) and all rights
relating to the foregoing, from the Lien of this Indenture and assigning to Company all claims
against third Persons for damage to or loss of the Airframe and Engines arising from the Event of
Loss, and will take such actions as may be required to be taken by Loan Trustee to cancel or
release any International Interest of Loan Trustee registered with the International Registry in
relation to the replaced Airframe and replaced Engines, if any.




     If, after an Event of Loss, Company performs the option set forth in clause (ii) of the first
paragraph of this Section 7.05(a), Loan Trustee shall execute and deliver to Company an appropriate
instrument releasing the Aircraft, all proceeds (including, without limitation, insurance
proceeds), the Warranty Rights in respect of the Aircraft and all rights relating to the foregoing
from the Lien of this Indenture and assigning to Company all claims against third Persons for
damage to or loss of the Aircraft arising from the Event of Loss, and will take such actions as may
be required to be taken by Loan Trustee to cancel or release any International Interest of Loan
Trustee registered with the International Registry in relation to the Airframe and Engines, if any,
with respect to which such Event of Loss occurred.



     (b) Event of Loss with Respect to an Engine. As soon as practicable following the
occurrence of an Event of Loss with respect to an Engine under circumstances in which there has not
occurred an Event of Loss with respect to the Airframe, Company shall give Loan Trustee prompt
written notice thereof and shall, within 120 days after the occurrence of such Event of Loss, cause
to be subjected to the Lien of this Indenture, as replacement for the Engine with respect to which
such Event of Loss occurred, a Replacement Engine free and clear of all Liens (other than Permitted
Liens).



     Prior to or at the time of any replacement under this Section 7.05(b), Company will
(i) cause an Indenture Supplement covering such Replacement Engine to be delivered to Loan
Trustee for execution and, upon such execution, to be filed for recordation pursuant to the
Transportation Code or the applicable laws of any other jurisdiction in which the Aircraft is then
registered, (ii) furnish Loan Trustee with a copy of the original bill of sale or, if the
bill of sale is unavailable, other evidence of ownership reasonably satisfactory to Loan Trustee
(which may be a copy of an invoice or purchase order) respecting such Replacement Engine, which in
the case of any such conveyance to which the Cape Town Convention is applicable shall be in such
form as will qualify as “contract of sale” pursuant to Article V of the Aircraft Protocol, and all
documents required under the Operative Documents to establish, continue, confirm, register and/or
perfect the interests of Loan Trustee in such Replacement Engine, (iii) cause the sale of
such Replacement Engine to Company (if occurring after February 28, 2006 and if the seller of such
Replacement Engine is “situated in” a country that has ratified the Cape Town Convention) and the
International Interest created pursuant to the Indenture



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Supplement in favor of Loan Trustee with respect to such Replacement Engine, each to be
registered on the International Registry as a sale or an International Interest, respectively;
provided that if the seller of such Replacement Engine is not situated in a country that
has ratified the Cape Town Convention, Company will use its best efforts to cause the seller to
register the contract of sale on the International Registry, (iv) cause a financing
statement or statements with respect to such Replacement Engine or other requisite documents or
instruments to be filed in such place or places as necessary in order to perfect Loan Trustee’s
interest therein in the United States, or in such other jurisdiction in which the Engine is then
registered, (v) furnish Loan Trustee with an opinion of Company’s counsel (which may be
internal counsel to Company) addressed to Loan Trustee to the effect that, upon such replacement,
the Replacement Engine will be subject to the Lien of this Indenture, (vi) furnish Loan
Trustee with a certificate of an aircraft engineer or appraiser (who may be an employee of Company)
certifying that such Replacement Engine has a value and utility (without regard to hours or cycles)
at least equal to the Engine so replaced assuming such Engine was in the condition and repair
required by the terms hereof immediately prior to the occurrence of such Event of Loss and
(vii) furnish Loan Trustee with evidence of compliance with the insurance provisions of
Section 7.06 with respect to such Replacement Engine. In the case of each Replacement Engine
subjected to the Lien of this Indenture under this Section 7.05(b), promptly upon the recordation
of the Indenture Supplement covering such Replacement Engine pursuant to the Transportation Code
(or pursuant to the applicable law of such other jurisdiction in which the Aircraft is registered),
Company will cause to be delivered to Loan Trustee an opinion of FAA counsel selected by Company if
at the time of the Event of Loss the Aircraft was registered under the laws of the United States
(or, if at the time of the Event of Loss the Aircraft was registered under the laws of another
jurisdiction, counsel qualified to opine on matters of registration in such jurisdiction selected
by Company, which counsel shall be reasonably satisfactory to Loan Trustee) addressed to Loan
Trustee as to the due recordation of such Indenture Supplement or such other requisite documents or
instruments, the registration with the International Registry of the sale of such Replacement
Engine to Company (if occurring after February 28, 2006) and of the International Interest created
pursuant to the Indenture Supplement with respect to such Replacement Engine and the validity and
perfection of the security interest in the Replacement Engine granted to Loan Trustee under this
Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the
Replacement Engine shall become part of the Collateral and shall be deemed an “Engine” as
defined herein. Upon compliance with clauses (i) through (vii) of the first sentence of this
paragraph, Loan Trustee shall execute and deliver to Company an appropriate instrument releasing
such replaced Engine, any proceeds (including, without limitation, insurance proceeds), the
Warranty Rights in respect of such replaced Engine and all rights relating to any of the foregoing
from the Lien of this Indenture and assigning to Company all claims against third Persons for
damage to or loss of such Engine arising from the Event of Loss, and will take such actions as may
be required to be taken by Loan Trustee to cancel or release any International Interest of Loan
Trustee




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registered with the International Registry in relation to the Engines with respect to which such Event of
Loss occurred.




     (c) Application of Payments for Event of Loss from Requisition of Title or Use. Any
payments other than insurance proceeds (the application of which is provided for in Section 7.06)
received at any time by Company or by Loan Trustee from any government or other Person with respect
to an Event of Loss to the Airframe or any Engine, will be applied as follows:




     (i) if such payments are received with respect to the Airframe or the Airframe and any
Engines installed on the Airframe that has been or is being replaced by Company pursuant to
Section 7.05(a), such payments shall be paid over to, or retained by, Loan Trustee and upon
completion of such replacement shall be paid over to, or retained by, Company;




     (ii) if such payments are received with respect to the Airframe or the Airframe and
any Engines installed on the Airframe that has not been and will not be replaced pursuant
to Section 7.05(a), so much of such payments remaining after reimbursement of Loan Trustee
for costs and expenses that shall not exceed the amounts required to be paid to Noteholders
pursuant to Section 2.10 shall be applied in reduction of Company’s obligation to pay such
amounts, if not already paid by Company, or, if already paid by Company, shall be applied
to reimburse Company for its payment of such amount and the balance, if any, of such
payment remaining thereafter will be paid over to, or retained by, Company; and




     (iii) if such payments are received with respect to an Engine with regard to which an
Event of Loss has occurred, so much of such payments remaining after reimbursement of Loan
Trustee for costs and expenses shall be paid over to, or retained by, Company;
provided that Company has fully performed its obligations under Section 7.05(b)
with respect to the Event of Loss for which such payments are made.



     (d) Requisition for Use by the Government of the Airframe and the Engines Installed
Thereon. In the event of the requisition for use or hire by any government (it being
acknowledged that the use of the Airframe or any Engine pursuant to the CRAF Program does not
constitute such a requisition or hire) of the Airframe and the Engines or engines installed on the
Airframe that does not constitute an Event of Loss, all of Company’s rights and obligations under
this Indenture with respect to the Airframe and such Engines shall continue to the same extent as
if such requisition or hire had not occurred; provided that, notwithstanding the foregoing,
Company’s obligations other than payment obligations shall only continue to the extent feasible.
All payments received by Company or Loan Trustee from such government for such requisition of the
Airframe and Engines or engines shall be paid over to, or retained by, Company.



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     (e) Requisition for Use by the Government of an Engine not Installed on the Airframe.
If any government requisitions the use or hire (it being acknowledged that the use of the Airframe
or any Engine pursuant to the CRAF Program does not constitute such a requisition), for a period in
excess of sixty (60) days, of any Engine not then installed on the Airframe, Company will replace
such Engine by complying with the terms of Section 7.05(b) to the same extent as if an Event of
Loss had occurred with respect to such Engine. Upon such replacement, any payments received by
Company or Loan Trustee from such government with respect to such requisition shall be paid over
to, or retained by, Company.



     (f) Application of Payments During Existence of Event of Default. Any amount referred
to in Section 7.05 that is payable to or retainable by Company shall not be paid to or retained by
Company if at the time of such payment or retention an Event of Default or Payment Default has
occurred and is continuing, but shall be held by or paid over to Loan Trustee as security for the
obligations of Company under this Indenture and the Participation Agreement. When any such Event
of Default or Payment Default ceases, such amount shall be paid to Company.



     Section 7.06 Insurance.



     (a) Aircraft Liability Insurance.




     (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the
rights of Company to establish and maintain self-insurance in the manner and to the extent
specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to
Loan Trustee, aircraft liability insurance (including, but not limited to, passenger,
contractual, bodily injury, personal injury and property damage liability (exclusive of
manufacturer’s product liability insurance and war risk, hijacking and related perils
insurance)) with respect to the Aircraft that is of the type as from time to time
applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is
then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in
amounts that are not less than the aircraft liability insurance applicable to similar
aircraft and engines in Company’s fleet on which Company carries insurance and operated by
Company on the same or similar routes as operated by the Aircraft; provided that
such liability insurance shall not be less than the amount (the “Minimum Insurance
Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity
Provider on the Closing Date, and (B) that is maintained in effect with insurers
of recognized responsibility. Any policies of insurance carried in accordance with this
Section 7.06(a) and any policies taken out in substitution or replacement for any of such
policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through
Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06)
may appear, as additional insureds (the “Additional Insureds”), (2) subject
to the conditions of clause (3) below, provide that, in respect of the



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interest of each Additional Insured in such policies, the insurance shall not be
invalidated by any action or inaction of Company, any Permitted Lessee, or any other
insured (other than such Additional Insured) and shall insure each Additional Insured’s
Interests as they appear, regardless of any breach or violation of any warranty,
declaration or condition contained in such policies by Company, any Permitted Lessee or any
other insured (other than such Additional Insured), (3) provide that, if such
insurance is canceled for any reason, or if any change is made in the insurance that
materially reduces the amount of insurance or the coverage certified in the insurance
report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if
such insurance is canceled for nonpayment of premium, such cancellation or change shall not
be effective as to any Additional Insured for 30 days after receipt by such Additional
Insured of written notice from such insurers of such cancellation or change, (4)
provide that the Additional Insureds shall have no obligation or liability for premiums,
commissions, assessments or calls in connection with such insurance, (5) provide
that the insurers shall waive any rights of (x) set-off, counterclaim or any other
deduction, whether by attachment or otherwise, in respect of any liability of the
Additional Insureds to the extent of any moneys due to the Additional Insureds and
(y) subrogation against the Additional Insureds to the extent that Company has
waived its rights by its agreements to indemnify the Additional Insureds pursuant to the
Operative Documents, (6) be primary without right of contribution from any other
insurance carried by any Additional Insured with respect to its Interests as such in the
Aircraft and (7) expressly provide that all of the provisions thereof, except the
limits of liability, shall operate in the same manner as if there were a separate policy
covering each insured. “Interests” as used in this Section 7.06(a) and in Sections
7.06(b) and 7.06(c) with respect to any Person means the interests of such Person in the
transactions contemplated by the Operative Documents.




     (ii) During any period that the Airframe or an Engine, as the case may be, is on the
ground and not being flown, Company may carry or cause to be carried as to such non-flown
Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to
self-insurance to the extent permitted by Section 7.06(d) below, insurance otherwise
conforming with the provisions of said clause (i) except that: (A) the amounts of
coverage shall not be required to exceed the amounts of airline liability insurance from
time to time applicable to airframes or engines owned or leased by Company (or, if a Lease
is then in effect, by the Permitted Lessee) of the same type as such non-flown Airframe or
Engine and that are on the ground and not being flown and (B) the scope of the
risks covered and the type of insurance shall be the same as from time to time are
applicable to airframes or engines operated by Company (or, if a Lease is then in effect,
by the Permitted Lessee) of the same type as such non-flown Airframe or Engine and that are
on the ground and not being flown.



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     (b) War Risk, Hijacking and Related Perils Liability Insurance. If the Aircraft, the
Airframe or any Engine is being operated in any war zone or area of recognized or, in Company’s
judgment, threatened hostilities, then Company shall maintain or cause to be maintained war risk,
hijacking and related perils liability insurance (x) in an amount that is not less than the
aircraft liability insurance applicable to similar aircraft and engines in Company’s fleet on which
Company carries insurance and operated by Company (or if a Lease is then in effect, in the
Permitted Lessee’s fleet on which such Permitted Lessee carries insurance and operated by such
Permitted Lessee) on the same or similar routes as the Aircraft, the Airframe or such Engine;
provided that such liability insurance shall not be less than the Minimum Insurance Amount,
(y) that is maintained in effect with insurers of recognized responsibility, and
(z) which shall cover the perils set forth in the insurance policies maintained in
connection with the CRAF Program (as such insurance policies maintained in connection with the CRAF
Program may be amended from time to time). Except with respect to any war risk, hijacking or
related perils liability insurance maintained on any aircraft owned or operated by Company in
connection with the CRAF Program, if war risk, hijacking or related perils liability insurance is
maintained by Company (or if a Lease is then in effect, by the Permitted Lessee) with respect to
any aircraft owned or operated by Company (or such Permitted Lessee, as the case may be) of the
same or similar type operated by Company (or such Permitted Lessee, as the case may be) on the same
or similar routes as operated by the Aircraft, the Airframe or such Engine, then Company shall
maintain or cause to be maintained with respect to the Aircraft war risk, hijacking and related
perils liability insurance in scope and coverage no less comprehensive, in an amount not less than
the insurance maintained by Company (or such Permitted Lessee, as the case may be) with respect to
such other aircraft, and with insurers of recognized responsibility. Any policies of insurance
carried in accordance with this Section 7.06(b) and any policies taken out in substitution or
replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent,
each Pass Through Trustee and each Liquidity Provider as their Interests may appear, as Additional
Insureds, (2) subject to the conditions of clause (3) below (other than the exception set
forth therein), provide that, in respect of the interest of each Additional Insured in such
policies, the insurance shall not be invalidated by any action or inaction of Company, any
Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each
Additional Insured’s Interests as they appear, regardless of any breach or violation of any
warranty, declaration or condition contained in such policies by Company, any Permitted Lessee, or
any other insured (other than such Additional Insured), (3) provide that, except to the
extent not provided for by Company’s war risk and allied perils insurance provider, if such
insurance is canceled for any reason, or if any change is made in the insurance that materially
reduces the amount of insurance or the coverage certified in the insurance report delivered on or
prior to the Closing Date to Loan Trustee and each Liquidity Provider or, if such insurance is
canceled for nonpayment of premium, such cancellation or change shall not be effective as to any
Additional Insured for seven days (or such other period as is then generally available in the
industry) after receipt by such Additional Insured of written notice from



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such insurers of such cancellation or change, (4) provide that the Additional Insureds
shall have no obligation or liability for premiums, commissions, assessments or calls in connection
with such insurance, (5) provide that the insurers shall waive any rights of (x)
set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any
liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and
(y) subrogation against the Additional Insureds to the extent that Company has waived its
rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents,
(6) be primary without right of contribution from any other insurance carried by any
Additional Insured with respect to its Interests as such in the Aircraft and (7) expressly
provide that all of the provisions thereof, except the limits of liability, shall operate in the
same manner as if there were a separate policy covering each insured. To the extent that Company’s
war risk and allied perils insurance provider does not provide for provision of direct notice to
Additional Insureds of cancellation or change in the insurance required hereunder, Company hereby
agrees that upon receipt of notice of any thereof from such insurance provider it shall give the
Additional Insureds immediate notice of each cancellation or change to such insurance.



     (c) Insurance Against Loss or Damage to Aircraft.




     (i) Except as provided in clause (ii) of this Section 7.06(c), and subject to the
rights of Company to establish and maintain self-insurance in the manner and to the extent
specified in Section 7.06(d) below, Company shall maintain, or cause to be maintained, in
effect with insurers of recognized responsibility, at no expense to Loan Trustee, all-risk
aircraft hull insurance covering the Aircraft and all-risk coverage with respect to any
Engines or Parts while removed from the Aircraft (including, but not limited to, war risk
insurance, if and to the extent the same is maintained by Company (or, if a Lease is then
in effect, by the Permitted Lessee) with respect to other similar aircraft operated by
Company or such Permitted Lessee, as the case may be, on the same routes) that is of the
type as from time to time applicable to aircraft operated by Company (or, if a Lease is
then in effect, by the Permitted Lessee) of the same type as the Aircraft; provided
that (A) such insurance (including the permitted self-insurance) shall at all times
while the Aircraft is subject to this Indenture be for an amount not less than 110% of the
aggregate principal amount of the Equipment Notes outstanding from time to time,
(B) such insurance need not cover an Engine while attached to an airframe not
owned, leased or operated by Company, and (C) such insurance covering Engines and
Parts removed from an Airframe or an airframe or (in the case of Parts) an Engine need be
obtained only to the extent available at reasonable cost (as reasonably determined by
Company). Any policies carried in accordance with this Section 7.06(c) and any policies
taken out in substitution or replacement for any such policies shall: (1) provide
that any insurance proceeds up to an amount equal to the outstanding principal amount of
the Equipment Notes, together with accrued but unpaid interest thereon, plus an amount
equal to



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the interest that would accrue on the outstanding principal amount of the Equipment
Notes at the Debt Rate in effect on the date of payment of such insurance proceeds to Loan
Trustee (as provided for in this sentence) during the period commencing on the day
following the date of such payment to Loan Trustee and ending on the Loss Payment Date (the
sum of such three amounts being the “Loan Amount”), payable for any loss or damage
constituting an Event of Loss with respect to the Aircraft and any insurance proceeds in
excess of the Insurance Threshold up to an amount equal to the Loan Amount for any loss or
damage to the Aircraft (or Engines) not constituting an Event of Loss with respect to the
Aircraft (or Engines), shall be paid to Loan Trustee as long as the Indenture has not been
discharged, and that all other amounts shall be paid to Company, unless the insurer has
received notice that an Event of Default exists, in which case all insurance proceeds for
any loss or damage to the Aircraft (or Engines) up to an amount equal to the Loan Amount
shall be payable to Loan Trustee, (2) subject to the conditions of clause (C) below
(other than the exception set forth therein), provide that, in respect of the interest of
each Additional Insured in such policies, the insurance shall not be invalidated by any
action or inaction of Company, any Permitted Lessee, or any other insured (other than such
Additional Insured) and shall insure each Additional Insured’s Interests as they appear,
regardless of any breach or violation of any warranty, declaration or condition contained
in such policies by Company, any Permitted Lessee or any other insured (other than such
Additional Insured), (3) provide that, except to the extent not provided for by
Company’s hull war risk and allied perils insurance provider, if such insurance is canceled
for any reason, or if any change is made in the insurance that materially reduces the
coverage (not including the amount) certified in the insurance report delivered on the
Closing Date to Loan Trustee, and each Liquidity Provider or, if such insurance is canceled
for nonpayment of premium, such cancellation or change shall not be effective as to the
Additional Insureds for 30 days (seven days, or such other period as is then customary in
the industry, in the case of war risk or allied perils coverage) after receipt by the
Additional Insureds of written notice from such insurers of such cancellation or change,
(4) provide that the Additional Insureds shall have no obligation or liability for
premiums, commissions, assessments or calls in connection with such insurance, (5)
provide that the insurers shall waive rights of (x) setoff, counterclaim or any
other deduction, whether by attachment or otherwise, in respect of any liability of the
Additional Insureds to the extent of any moneys due to the Additional Insureds and
(y) subrogation against the Additional Insureds to the extent Company has waived
its rights by its agreement to indemnify the Additional Insureds pursuant to the Operative
Documents, and (6) be primary without right of contribution from any other
insurance carried by any Additional Insured with respect to its Interests as such in the
Aircraft. To the extent that Company’s war risk and allied perils insurance provider does
not provide for provision of direct notice to Additional Insureds of cancellation or change
in the



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insurance required hereunder, Company hereby agrees that upon receipt of notice of any
thereof from such insurance provider it shall give the Additional Insureds immediate notice
of each cancellation or change to such insurance.




     (ii) During any period that the Airframe or an Engine, as the case may be, is on the
ground and not being flown, Company may carry or cause to be carried as to such non-flown
Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to
self-insurance to the extent permitted by Section 7.06(d) below, insurance otherwise
conforming with the provisions of said clause (i) except that the scope of the risks
covered and the type of insurance shall be the same as from time to time are applicable to
airframes and engines operated by Company (or, if a Lease is then in effect, by the
Permitted Lessee) of the same type as such non-flown Airframe or Engine and that are on the
ground and not being flown; provided that, subject to self-insurance to the extent
permitted by Section 7.06(d) below, Company shall maintain or cause to be maintained
insurance against risk of loss or damage to such non-flown Airframe or Engine in an amount
at least equal to 110% of the aggregate outstanding principal amount of the Equipment Notes
during such period that such Airframe or Engine is on the ground and not being flown.



     (d) Self-Insurance. Company may from time-to-time self-insure, by way of deductible,
self-insured retention, premium adjustment or franchise or otherwise (including, with respect to
insurance maintained pursuant to Sections 7.06(a), 7.06(b) or 7.06(c), insuring for a maximum
amount that is less than the amounts set forth in Sections 7.06(a), 7.06(b) and 7.06(c) above), the
risks required to be insured against pursuant to Sections 7.06(a), 7.06(b) and 7.06(c) above, but
in no case shall the self-insurance with respect to all of the aircraft and engines in the combined
fleet of Company and its Affiliates (including, without limitation, the Aircraft) exceed for any
12-month policy year 1.0% of the average aggregate insurable value (during the preceding policy
year) of all aircraft (including, without limitation, the Aircraft) on which Company and its
Affiliates carry insurance, unless an insurance broker of national standing certifies that the
standard among other major United States airlines is a higher level of self-insurance, in which
case Company may self-insure the Aircraft to such higher level; provided that (1)
any deductible per occurrence that, in the case of the Aircraft, is not in excess of the amount
customarily allowed as a deductible in the industry or is required to facilitate claims handling or
(2) any applicable mandatory minimum per aircraft (or if applicable per annum or other
period) hull or liability insurance deductibles imposed by the aircraft hull or liability insurers
shall be permitted in addition to the above-mentioned self-insurance.



     (e) Indemnification by United States Government in Lieu of Insurance. Notwithstanding
any provision of this Section 7.06 requiring insurance, in lieu of insurance against any risk with
respect to the Aircraft, indemnification from, or insurance



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provided by, the United States government, or any agency or instrumentality thereof, against
such risk in an amount which, when added to the amount of insurance maintained against such risk by
Company (or, if a Lease is then in effect, by the Permitted Lessee), shall be at least equal to the
amount of insurance against such risk otherwise required by this Section 7.06 (taking into account
self-insurance permitted by Section 7.06(d)) shall be considered adequate insurance for purposes of
this Section 7.06.




     (f) Application of Insurance Payments. All losses will be adjusted by Company with
the insurers. As between Loan Trustee and Company it is agreed that all insurance payments
received under policies required to be maintained by Company hereunder, exclusive of any payments
received in excess of the Loan Amount for the Aircraft from such policies, as the result of the
occurrence of an Event of Loss with respect to the Airframe or an Engine will be applied as
follows:




     (i) if such payments are received with respect to the Airframe or the Airframe and any
Engines installed on the Airframe that has been or is being replaced by Company pursuant to
Section 7.05(a), such payments shall be paid over to, or retained by, Loan Trustee and upon
completion of such replacement shall be paid over to, or retained by, Company;




     (ii) if such payments are received with respect to the Airframe or the Airframe and
any Engines installed on the Airframe that has not been and will not be replaced as
contemplated by Section 7.05(a), so much of such payments remaining, after reimbursement of
Loan Trustee for its costs and expenses, as do not exceed the amounts required to be paid
by Company pursuant to Section 2.10 shall be applied in reduction of Company’s obligation
to pay such amounts, if not already paid by Company, or, if already paid by Company, shall
be applied to reimburse Company for its payment of such amounts, and the balance, if any,
of such payment remaining thereafter will be paid over to, or retained by, Company; and




     (iii) if such payments are received with respect to an Engine, so much of such
payments remaining after reimbursement of Loan Trustee for its costs and expenses shall be
paid over to, or retained by, Company; provided that Company has fully performed
its obligations under Section 7.05(b) with respect to the Event of Loss for which such
payments are made.



     In all events, the insurance payment of any property damage loss received under policies
maintained by Company in excess of the Loan Amount for the Aircraft shall be paid to Company.



     The insurance payments for any loss or damage to the Airframe or an Engine not constituting an
Event of Loss with respect to the Airframe or such Engine will be applied in payment (or to
reimburse Company) for repairs or for replacement property in



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accordance with the terms of Sections 7.02 and 7.04, and any balance remaining after
compliance with such Sections with respect to such loss or damage shall be paid to Company. Any
amount referred to in the preceding sentence or in clause (i) or (ii) of the first paragraph of
this Section 7.06(f) that is payable to Company shall not be paid to Company (or, if it has been
previously paid directly to Company, shall not be retained by Company) if at the time of such
payment an Event of Default or Payment Default has occurred and is continuing, but shall be paid to
and held by Loan Trustee as security for the obligations of Company under this Indenture and the
other Operative Documents and shall be invested pursuant to Section 5.06 unless and until such
amount is applied, at the option of Loan Trustee, to Company’s obligations under this Indenture and
the other Operative Documents as and when due, it being understood that any such application shall
be made to such obligations of Company as Loan Trustee may determine in its sole discretion. At
such time as there shall be continuing no Event of Default or Payment Default, such amount shall be
paid to Company to the extent not previously applied in accordance with this Section 7.06(f).




     (g) Reports, Etc. On or before the Closing Date and annually following renewal of
Company’s insurance coverage, Company will furnish to Loan Trustee and each Liquidity Provider
current certificates of insurance and a report signed by a firm of independent aircraft insurance
brokers appointed by Company (which brokers may be in the regular employ of Company), stating the
opinion of such firm that the insurance then carried and maintained on the Aircraft complies with
the terms hereof. All information contained in such report shall be Confidential Information and
shall be treated by Loan Trustee and each Liquidity Provider and each of their Affiliates and their
respective officers, directors, agents and employees in accordance with the provisions of Section
10.16. Company will cause such firm to notify Loan Trustee and each Liquidity Provider of any act
or omission on the part of Company of which such firm has knowledge that might invalidate or render
unenforceable, in whole or in part, any insurance on the Aircraft. Company will also cause such
firm to notify Loan Trustee and each Liquidity Provider as promptly as practicable after such firm
acquires knowledge that a cancellation of any insurance carried and maintained on the Aircraft
pursuant to this Section 7.06 will occur. Such information may only be provided to other Persons
in accordance with Section 10.16.



     In the event that Company shall fail to maintain or to cause to be maintained insurance as
herein provided, Loan Trustee may at its option obtain such insurance (giving Company prompt
written notice thereof, but the failure to so notify Company shall not in any way affect the rights
of Loan Trustee hereunder) and, in such event, Company shall, upon demand, reimburse Loan Trustee
for the cost to Loan Trustee of such insurance, together with interest thereon at the Past Due Rate
for the period commencing with the date such cost was paid to the date of reimbursement;
provided, however, that no exercise by Loan Trustee of said option shall affect the
provisions of



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this Indenture, including the provisions that failure by Company to maintain the prescribed
insurance shall constitute an Event of Default.




     (e) Salvage Rights; Other. All salvage rights to the Airframe and each Engine shall
remain with Company’s insurers at all times, and any insurance policies of Loan Trustee insuring
the Airframe or any Engine shall provide for a release to Company of any and all salvage rights in
and to the Airframe or any Engine. Neither Loan Trustee nor any Noteholder may, directly or
indirectly, obtain insurance for its own account with respect to the Airframe or any Engine if such
insurance would limit or otherwise adversely affect the coverage or amounts payable under, or
increase the premiums for, any insurance required to be maintained pursuant to this Section 7.06 or
any other insurance maintained with respect to the Aircraft or any other aircraft in Company’s
fleet.



ARTICLE VIII




Successor and Additional Trustees




     Section 8.01 Resignation or Removal; Appointment of Successor.



     (a) The resignation or removal of Loan Trustee and the appointment of a successor Loan Trustee
shall become effective only upon the successor Loan Trustee’s acceptance of appointment as provided
in this Section 8.01. Loan Trustee or any successor thereto must resign if at any time it ceases
to be eligible in accordance with the provisions of Section 8.01(c) and may resign at any time
without cause by giving at least 60 days’ prior written notice to Company and each Noteholder. In
addition, either Company (so long as no Event of Default or Payment Default shall have occurred and
be continuing) or a Majority in Interest of Noteholders (but only with the consent of Company so
long as no Event of Default or Payment Default shall have occurred and be continuing), may at any
time remove Loan Trustee without cause by an instrument in writing delivered to Loan Trustee and
each Noteholder, and, in case of a removal by a Majority in Interest of Noteholders, to Company.
In the case of the resignation or removal of Loan Trustee, Company shall promptly appoint a
successor Loan Trustee. If a successor Loan Trustee has not been appointed within 60 days after
such notice of resignation or removal, Loan Trustee, Company or any Noteholder may apply to any
court of competent jurisdiction to appoint a successor Loan Trustee to act until such time, if any,
as a successor is appointed as above provided. The successor Loan Trustee so appointed by such
court shall immediately and without further act be superseded by any successor Loan Trustee
appointed as above provided.



     (b) Any successor Loan Trustee, however appointed, shall execute and deliver to the
predecessor Loan Trustee and Company an instrument accepting such appointment and assuming the
obligations of Loan Trustee arising from and after the time of such appointment, and thereupon such
successor Loan Trustee, without further act, shall



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become vested with all the estates, properties, rights, powers and duties of the predecessor
Loan Trustee in the trust hereunder applicable to it with like effect as if originally named Loan
Trustee herein; but nevertheless upon the written request of such successor Loan Trustee, such
predecessor Loan Trustee shall execute and deliver an instrument transferring to such successor
Loan Trustee all the estates, properties, rights and powers of such predecessor Loan Trustee, and
such predecessor Loan Trustee shall duly assign, transfer, deliver and pay over to such successor
Loan Trustee all monies or other property and all other books and records, or true, correct and
complete copies thereof, then held by such predecessor Loan Trustee.




     (c) This Indenture shall at all times have a Loan Trustee, however appointed, that is a
Citizen of the United States (without the use of a voting trust) and a bank or trust company having
a combined capital and surplus of at least $100,000,000 (or a combined capital and surplus in
excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred,
are fully and unconditionally guaranteed by a corporation organized and doing business under the
laws of the United States or any state or territory thereof or the District of Columbia and having
a combined capital and surplus of at least $100,000,000) or a corporation with a net worth of at
least $100,000,000, if there be such an institution willing, able and legally qualified to perform
the duties of Loan Trustee upon reasonable or customary terms. If such bank, trust company or
corporation publishes reports of conditions at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 8.01(c) the combined capital and surplus of such
bank, trust company or corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published. In case at any time Loan Trustee
ceases to be eligible in accordance with the provisions of this Section 8.01(c), Loan Trustee shall
resign immediately in the manner and with the effect specified in Section 8.01(a).



     (d) Any bank, trust company or corporation into which Loan Trustee may be merged or converted
or with which it may be consolidated, or any bank, trust company or corporation resulting from any
merger, conversion or consolidation to which Loan Trustee is a party, or any bank, trust company or
corporation to which substantially all the corporate trust business of Loan Trustee may be
transferred, shall, subject to the terms of Section 8.01(c), be a successor Loan Trustee under this
Indenture without further act.



     Section 8.02 Appointment of Additional and Separate Trustees.



     (a) Whenever (i) Loan Trustee deems it necessary or desirable in order to conform to
any law of any jurisdiction in which all or any part of the Collateral is situated or to make any
claim or bring any suit with respect to or in connection with the Collateral, any Operative
Document or any of the transactions contemplated by the Operative Documents, (ii) Loan
Trustee shall be advised by counsel satisfactory to it that it is necessary or prudent in the
interests of Noteholders (and Loan Trustee shall so advise



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Company) or (iii) Loan Trustee has been requested to do so by a Majority in Interest
of Noteholders, then in any such case, Loan Trustee and, upon the written request of Loan Trustee,
Company, shall execute and deliver an indenture supplemental hereto and such other, instruments as
from time to time are necessary or advisable either (1) to constitute one or more banks or
trust companies or corporations meeting the requirements of Section 8.01(c) and approved by Loan
Trustee, either to act jointly with Loan Trustee as additional trustee or trustees of all or any
part of the Collateral or to act as separate trustee or trustees of all or any part of the
Collateral, in each case with such rights, powers, duties and obligations consistent with this
Indenture as is provided in such supplemental indenture or other instruments as Loan Trustee or a
Majority in Interest of Noteholders deems necessary or advisable, or (2) to clarify, add to
or subtract from the rights, powers, duties and obligations theretofore granted any such additional
or separate trustee, subject in each case to the remaining provisions of this Section 8.02. If no
Event of Default has occurred and is continuing, no additional or supplemental trustee shall be
appointed without Company’s consent. If an Event of Default shall have occurred and be continuing,
Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence
of Company, and, to the extent permitted by applicable law, Company hereby irrevocably appoints
(which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to
act for it under the foregoing provisions of this Section 8.02(a). Loan Trustee may, in such
capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as
may be required for the appointment of any such additional or separate trustee or for the
clarification of, addition to or subtraction from the rights, powers, duties or obligations
theretofore granted to any such additional or separate trustee, subject in each case to the
remaining provisions of this Section 8.02. In case any additional or separate trustee appointed
under this Section 8.02(a) becomes incapable of acting, resigns or is removed, all the assets,
property, rights, powers, trusts, duties and obligations of such additional or separate trustee
shall revert to Loan Trustee until a successor additional or separate trustee is appointed as
provided in this Section 8.02(a).




     (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers,
duties and obligations conferred upon Loan Trustee in respect of the custody, investment and
payment of monies and all monies received by any such additional or separate trustee from or
constituting part of the Collateral or otherwise payable under any Operative Documents to Loan
Trustee shall be promptly paid over by it to Loan Trustee. All other rights, powers, duties and
obligations conferred or imposed upon any additional or separate trustee shall be exercised or
performed by Loan Trustee and such additional or separate trustee jointly except to the extent that
applicable law of any jurisdiction in which any particular act is to be performed renders Loan
Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties
and obligations (including the holding of title to all or part of the Collateral in any such
jurisdiction) shall be exercised and performed by such additional or separate trustee. No
additional or separate trustee shall take any discretionary action except on the



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instructions of Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder
shall be personally liable by reason of any act or omission of any other trustee hereunder, except
that Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting,
and Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional
or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the
benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to Loan Trustee. The powers of
any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case
exceed those of Loan Trustee.




     (c) If at any time Loan Trustee deems it no longer necessary or desirable or in the event that
Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, Loan
Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an
indenture supplemental hereto and all other instruments and agreements necessary or proper to
remove any additional or separate trustee. Loan Trustee may act on behalf of Company under this
Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, Company
may remove an additional or separate trustee in the manner set forth in Section 8.01.



ARTICLE IX




Amendments and Waivers




     Section 9.01 Amendments to this Indenture without Consent of Holders. At any time
after the date hereof, Company may and Loan Trustee shall, at Company’s request, enter into one or
more agreements supplemental hereto and to amend the Equipment Notes without notice to or consent
of any Noteholder, Indenture Indemnitee or Related Indenture Indemnitee for any of the following
purposes: (i) to evidence the succession of another Person to Company and the assumption
by any such successor of the covenants of Company contained in any Operative Documents pursuant to
Section 6.02(e) of the Participation Agreement; (ii) to cure any defect or inconsistency
herein or in the Equipment Notes, or to make any change not inconsistent with the provisions hereof
(provided that such change does not adversely affect the interests of any Noteholder, any
Indenture Indemnitee or any Related Indenture Indemnitee in its capacity solely as Noteholder, any
Indenture Indemnitee or any Related Indenture Indemnitee, as the case may be); (iii) to
cure any ambiguity or correct any mistake; (iv) to evidence the succession of a new trustee
hereunder pursuant hereto or the removal of the trustee hereunder or to provide for or facilitate
the appointment of an additional or separate trustee pursuant to Section 8.02; (v) to
convey, transfer, assign, mortgage or pledge any property to or with Loan Trustee; (vi) to
make any other provisions or amendments with respect to matters or questions arising hereunder or
under the Equipment Notes, or to amend, modify or supplement any provision hereof or thereof, so
long as such action shall not adversely affect the interests of any Noteholder, any Indenture
Indemnitee or



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any Related Indenture Indemnitee in its capacity solely as Noteholder, Indenture Indemnitee or
any Related Indenture Indemnitee, as the case may be; (vii) to correct, supplement or
amplify the description of any property at any time subject to the Lien of this Indenture, or
better to assure, convey and confirm unto Loan Trustee any property subject or required to be
subject to the Lien of this Indenture or to subject to the Lien of this Indenture the Airframe or
Engines or any Replacement Airframe or Replacement Engine; (viii) to add to the covenants
of Company for the benefit of Noteholders, Indenture Indemnitees or Related Indenture Indemnitees
or to surrender any rights or power herein conferred upon Company; (ix) to add to the
rights of Noteholders, Indenture Indemnitees or Related Indenture Indemnitees; (x) to
include on the Equipment Notes any legend as may be required by law or as otherwise necessary or
advisable; (xi) to comply with any applicable requirements of the Indenture Act of 1939, or
any other requirements of applicable law or of any regulatory body (xii) to give effect to
the replacement of Class A Liquidity Provider and/or Class B Liquidity Provider with a Replacement
Liquidity Provider and the replacement of the Class A Liquidity Facility and/or Class B Liquidity
Facility with a Replacement Liquidity Facility therefor, and, if a Replacement Liquidity Facility
is to be comprised of more than one instrument as contemplated by the definition of the term
“Replacement Liquidity Facility” in the Intercreditor Agreement, to incorporate
appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust;
(xiii) to give effect to the replacement of Depositary with a Replacement Depositary (as
defined in the Note Purchase Agreement) and the replacement of each Deposit Agreement with a
Replacement Deposit Agreement (as defined in the Note Purchase Agreement); (xiv) to
evidence the succession of a new escrow agent or a new paying agent under each Escrow and Paying
Agent Agreement pursuant thereto or the removal of the escrow agent or paying agent thereunder; and
(xv) to provide for the issuance, in connection with a refinancing, of Series B Equipment
Notes (and Related Series B Equipment Notes) or the issuance or successive redemption and issuance
from time to time of one series of Additional Series Equipment Notes (and any Related Additional
Series Equipment Notes), and for the issuance of pass through certificates by any pass through
trust that acquires any such Series B Equipment Notes (and Related Series B Equipment Notes) or
Additional Series Equipment Notes (and Related Additional Series Equipment Notes) and to make
changes relating to any of the foregoing (including without limitation to provide for any
prefunding mechanism in connection therewith) and to provide for any credit support for any pass
through certificates relating to any such Series B Equipment Notes (and Related Series B Equipment
Notes) or Additional Series Equipment Notes (and Related Additional Series Equipment Notes)
(including, without limitation, to secure claims for fees, interest, expenses, reimbursement of
advances and other obligations arising from such credit support (including, without limitation, to
specify such credit support as a “Liquidity Facility” and the provider of any such credit support
as a “Liquidity Provider” and, if such Liquidity Facility is to be comprised of more than one
instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single
Pass Through Trust)); provided that such Series B Equipment Notes or Additional Series
Equipment Notes, as




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the case may be, are issued in accordance with Section 4(a)(v) of the Note Purchase Agreement,
Section 2.02 of the Participation Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor
Agreement, as applicable.




     Section 9.02 Amendments to this Indenture with Consent of Holders.



     (a) With the written consent of a Majority in Interest of Noteholders, Company may, and Loan
Trustee shall, subject to Section 9.06, at any time and from time to time, enter into such
supplemental agreements to add any provisions to or to change or eliminate any provisions of this
Indenture or of any such supplemental agreements or to modify in any manner the rights and
obligations of Company, Loan Trustee and of Noteholders under this Indenture; provided
that, without the consent of each Noteholder affected thereby, an amendment under this Section 9.02
may not:




     (1) reduce the principal amount of, Make-Whole Amount, if any, or interest on, any
Equipment Note;




     (2) change the date on which any principal amount of, Make-Whole Amount, if any, or
interest on any Equipment Note, is due or payable;




     (3) create any Lien with respect to the Collateral prior to or pari passu with the
Lien thereon under this Indenture except such as are permitted by this Indenture, or
deprive any Noteholder of the benefit of the Lien on the Collateral created by this
Indenture, except as provided in connection with the exercise of remedies under Article IV;
provided that, without the consent of each holder of an affected Related Equipment
Note then outstanding, no such amendment, waiver or modification of terms of, or consent
under, any thereof shall modify Section 3.03 or this clause (3) or deprive any Related
Noteholder of the benefit of the Lien of this Indenture on the Collateral, except as
provided in connection with the exercise of remedies under Article IV;




     (4) reduce the percentage of the outstanding principal amount of the Equipment Notes
the consent of whose holders is required for any such supplemental agreement, or the
consent of whose holders is required for any waiver of compliance with certain provisions
of this Indenture or of certain defaults hereunder or their consequences provided for in
this Indenture; or




     (5) make any change in Section 4.05 or this Section 9.02, except to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent
of each Noteholder affected thereby.



     Notwithstanding the foregoing, neither Company nor Loan Trustee shall enter into any
amendment, waiver or modification of, or supplement or consent to, this Indenture or any other
Operative Document other than the Participation Agreement



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(which is addressed in Section 9.03) which shall reduce, modify or amend any indemnities in
favor of any Liquidity Provider without the consent of such Liquidity Provider that is subject to
such reduction, modification or amendment.




     (b) It is not necessary under this Section 9.02 for Noteholders to consent to the particular
form of any proposed supplemental agreement, but it is sufficient if they consent to the substance
thereof.



     (c) Promptly after the execution by Company and Loan Trustee of any supplemental agreement
pursuant to the provisions of this Section 9.02, Loan Trustee shall transmit by first-class mail a
notice, setting forth in general terms the substance of such supplemental agreement, to all
Noteholders, as the names and addresses of such Noteholders appear on the Equipment Note Register.
Any failure of Loan Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental agreement.



     Section 9.03 Amendments, Waivers, Etc. of the Participation Agreement. Without the
consent of a Majority in Interest of Noteholders, the respective parties to the Participation
Agreement may not modify, amend or supplement such agreement, or give any consent, waiver,
authorization or approval thereunder, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of
the respective parties thereunder; provided that, without the consent of Loan Trustee, any
Noteholder, any other Indenture Indemnitee or any Related Indenture Indemnitee, the Participation
Agreement may be modified, amended or supplemented in order (i) to cure any defect or
inconsistency therein or to cure any ambiguity or correct any mistake, (ii) to amend,
modify or supplement any provision thereof or make any other provision with respect to matters or
questions arising thereunder or under this Indenture (provided that the making of any such
other provision shall not materially adversely affect the interests of Noteholders) or
(iii) to make any other change, or reflect any other matter, of the kind referred to in
clauses (i) through (xv) of Section 9.01. Notwithstanding the foregoing, without the consent of
any Liquidity Provider, Company shall not enter into any amendment, waiver or modification of or
supplement or consent to the Participation Agreement which shall reduce, modify or amend any
indemnities in favor of such Liquidity Provider contained therein.



     Section 9.04 Revocation and Effect of Consents. Until an amendment or waiver becomes
effective, a consent to it by a Noteholder is a continuing consent by Noteholder and every
subsequent Noteholder, even if notation of the consent is not made on any Equipment Note.



     Section 9.05 Notation on or Exchange of Equipment Notes. Loan Trustee may place an
appropriate notation about an amendment or waiver on any Equipment Note thereafter executed. Loan
Trustee in exchange for such Equipment Notes may execute new Equipment Notes that reflect the
amendment or waiver.



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     Section 9.06 Trustee Protected. If, in the reasonable opinion of the institution
acting as Loan Trustee, any document required to be executed by it pursuant to the terms of Section
9.01 or 9.02 adversely affects any right, duty, immunity or indemnity with respect to such
institution under this Indenture, such institution may in its discretion decline to execute such
document.



     Section 9.07 No Consent of Individual Indenture Indemnitees Required. Notwithstanding
anything in this Indenture or any other Operative Document to the contrary, when any provision
hereof or thereof would otherwise require a consent of an Indenture Indemnitee, such provision
shall always be construed to require only the consent of an Indenture Indemnitee other than any
Indenture Indemnitee covered by clause (ix) of the definition of “Indenture Indemnitees”.



ARTICLE X




Miscellaneous




     Section 10.01 Termination of Indenture. Subject to Section 7.05, upon (or at any time
after) payment in full of the principal amount of, Make-Whole Amount, if any, and interest on and
all other amounts due under all Equipment Notes and provided that (i) there shall then be
(x) no other Secured Obligations due to Noteholders, Loan Trustee and other Indenture
Indemnitees hereunder, under the Participation Agreement or any other Operative Document, and
(y) no Related Secured Obligations due under any Related Indenture or any other “Operative
Document” (as defined in any Related Indenture) and (ii) in the case of any redemption of
all of the Equipment Notes pursuant to Section 2.11(a), the provisions of the foregoing clause (i)
shall apply and no Related Indenture Bankruptcy Default or Related Indenture Event of Default shall
have occurred and be continuing, Company shall direct Loan Trustee to execute and deliver to or as
directed in writing by Company an appropriate instrument releasing the Aircraft and the Engines and
(subject to paragraph (ix) of clause “third” of Section 3.03, if applicable) all other Collateral
from the Lien of this Indenture and Loan Trustee shall execute and deliver such instrument as
aforesaid; provided that this Indenture and the trusts created hereby shall earlier
terminate and this Indenture shall be of no further force or effect upon any sale or other final
disposition by Loan Trustee of all property constituting part of the Collateral and the final
distribution by Loan Trustee of all monies or other property or proceeds constituting part of the
Collateral in accordance with the terms hereof. Except as aforesaid otherwise provided, this
Indenture and the trusts created hereby shall continue in full force and effect in accordance with
the terms hereof.



     Section 10.02 No Legal Title to Collateral in Noteholders. No holder of an Equipment
Note or a Related Equipment Note shall have legal title to any part of the Collateral. No
transfer, by operation of law or otherwise, of any Equipment Note, Related Equipment Note or other
right, title and interest of any Noteholder or Related



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Noteholder in and to the Collateral or hereunder shall operate to terminate this Indenture or
entitle such holder or any successor or transferee of such holder to an accounting or to the
transfer to it of any legal title to any part of the Collateral.




     Section 10.03 Sale of Aircraft by Loan Trustee is Binding. Any sale or other
conveyance of the Aircraft, the Airframe, any Engine or any interest therein by Loan Trustee made
pursuant to the terms of this Indenture shall bind Noteholders and Company and shall be effective
to transfer or convey all right, title and interest of Loan Trustee, Company and such Noteholders
in and to such Aircraft, Airframe, Engine or interest therein. No purchaser or other grantee shall
be required to inquire as to the authorization, necessity, expediency or regularity of such sale or
conveyance or as to the application of any sale or other proceeds with respect thereto by Loan
Trustee or Noteholders.



     Section 10.04 Indenture for Benefit of Company, Loan Trustee and Noteholders. Nothing
in this Indenture, whether express or implied, shall be construed to give any Person other than
Company, Noteholders, Loan Trustee, the other Indenture Indemnitees, the Related Loan Trustees and
the Related Indenture Indemnitees any legal or equitable right, remedy or claim under or in respect
of this Indenture, except that the Persons referred to in the second to last full paragraph of
Section 7.02(a) shall be third party beneficiaries of such paragraph.



     Section 10.05 Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents
required or permitted under the terms and provisions of this Indenture shall be in English and in
writing, and any such notice may be given by United States mail, courier service, facsimile, and
any such notice shall be effective when delivered (or, if mailed, three Business Days after
deposit, postage prepaid, in the first class U.S. mail and, if delivered by facsimile, upon
completion of transmission and confirmation by the sender (by a telephone call to a representative
of the recipient or by machine confirmation) that such transmission was received) addressed as
follows:


if to Company, addressed to:



Delta Air Lines, Inc.

1030 Delta Boulevard

Atlanta, Georgia 30354

Attention: Treasurer, Dept. 856

Telephone: (404) 715-6583

Facsimile: (404) 773-7345



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




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Telephone: (404) 715-7820

Facsimile: (404) 715-7882;



if to Loan Trustee, addressed to:



U.S. Bank Trust National Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Ref.: Delta 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683;




     if to any Noteholder, addressed to such Noteholder at its address set forth in the Equipment
Note Register maintained pursuant to Section 2.07;



     if to any Indenture Indemnitee other than Loan Trustee, addressed to the address of such party
(if any) set forth in Section 7.01 of the Participation Agreement or to such other address as such
Indenture Indemnitee shall have furnished by notice to Company and Loan Trustee; and



     if to any Related Indenture Indemnitee, addressed to such Related Indenture Indemnitee at its
address set forth in the Equipment Note Register (defined in the applicable Related Indenture)
maintained pursuant to Section 2.07 of the applicable Related Indenture.



     Any party, by notice to the other parties hereto, may designate different addresses for
subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are
used herein, they mean the provision of formal notice as set forth in this Section 10.05.



     Section 10.06 Severability. To the extent permitted by applicable law, any provision
of this Indenture that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 10.07 No Oral Modification or Continuing Waivers. No terms or provisions of
this Indenture or of the Equipment Notes may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by Company and Loan Trustee, in compliance with Article
IX. Any waiver of the terms hereof or of any Equipment Note shall be effective only in the
specific instance and for the specific purpose given.



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     Section 10.08 Successors and Assigns. All covenants and agreements contained herein
shall bind and inure to the benefit of, and be enforceable by, each of the parties hereto and the
successors and permitted assigns of each, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by any Noteholder shall bind the successors and
permitted assigns of such Noteholder. Each Noteholder by its acceptance of an Equipment Note
agrees to be bound by (i) this Indenture and all provisions of the Participation Agreement,
the other Operative Documents and the Pass Through Documents applicable to a Noteholder and
(ii) all provisions of each Related Indenture applicable to a Related Noteholder to the
extent such Noteholder is such Related Noteholder.



     Section 10.09 Headings. The headings of the various Articles and Sections herein and
in the Table of Contents hereto are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.



     Section 10.10 Normal Commercial Relations. Anything contained in this Indenture to
the contrary notwithstanding, Loan Trustee, any Noteholder or any other party to any of the
Operative Documents or the Pass Through Documents or any of their affiliates may conduct any
banking or other financial transactions, and have banking or other commercial relationships, with
Company, fully to the same extent as if this Indenture were not in effect, including without
limitation the making of loans or other extensions of credit to Company for any purpose whatsoever,
whether related to any of the transactions contemplated hereby or otherwise.



     Section 10.11 Voting by Noteholders. All votes of Noteholders shall be governed by a
vote of a Majority in Interest of Noteholders, except as otherwise provided herein.



     Section 10.12 Section 1110. It is the intention of the parties hereto that the
security interest created hereby, to the fullest extent available under applicable law, entitles
Loan Trustee, on behalf of Noteholders, to all of the benefits of Section 1110 with respect to the
Aircraft.



     Section 10.13 Company’s Performance and Rights. Any obligation imposed on Company
herein shall require only that Company perform or cause to be performed such obligation, even if
stated as a direct obligation, and the performance of any such obligation by any permitted
assignee, lessee or transferee under an assignment, lease or transfer agreement then in effect and
in accordance with the provisions of the Operative Documents shall constitute performance by
Company and, to the extent of such performance, discharge such obligation by Company. Except as
otherwise expressly provided herein, any right granted to Company in this Indenture shall grant
Company the right to permit such right to be exercised by any such assignee, lessee or transferee,
and, in the case of a lessee, as if the terms hereof were applicable to such lessee were such
lessee Company hereunder. The inclusion of specific references to obligations or rights



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of any such assignee, lessee or transferee in certain provisions of this Indenture shall not
in any way prevent or diminish the application of the provisions of the two sentences immediately
preceding with respect to obligations or rights in respect of which specific reference to any such
assignee, lessee or transferee has not been made in this Indenture.




     Section 10.14 Counterparts. This Indenture may be executed in any number of
counterparts (and each of the parties hereto shall not be required to execute the same
counterpart). Each counterpart of this Indenture including a signature page or pages executed by
each of the parties hereto shall be an original counterpart of this Indenture, but all of such
counterparts together shall constitute one instrument.



     Section 10.15 Governing Law. THIS INDENTURE HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND THIS INDENTURE, ANY INDENTURE SUPPLEMENT AND THE EQUIPMENT NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.



     Section 10.16 Confidential Information. The term “Confidential Information”
means: (a) the existence and terms of any lease of the Airframe or Engines pursuant to
Section 7.02(a) and the identity of the Permitted Lessee thereunder; (b) all information
obtained in connection with any inspection conducted by Loan Trustee or its representative pursuant
to Section 7.03(a); (c) each certification furnished to Loan Trustee pursuant to Sections
7.06(a) and 7.06(b); (d) all information contained in each report furnished to Loan Trustee
pursuant to Section 7.06(e); (e) all information regarding the Warranty Rights; and
(f) all information designated by Company as non-public information. All Confidential
Information shall be held confidential by Loan Trustee and each Noteholder and each affiliate,
agent, officer, director, or employee of any thereof and shall not be furnished or disclosed by any
of them to anyone other than (i) Loan Trustee or any Noteholder and (ii) their
respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be
required by an order of any court or administrative agency or by any statute, rule, regulation or
order of any governmental authority.



     Section 10.17 Submission to Jurisdiction. Each of the parties hereto, and by
acceptance of Equipment Notes, each Noteholder, to the extent it may do so under applicable law,
for purposes hereof and of all other Operative Documents hereby (a) irrevocably submits
itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City
of New York and to the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York, for the purposes of any suit, action or other proceeding arising out
of this Indenture, the subject matter hereof or any of the transactions contemplated hereby brought
by any party or parties hereto or thereto, or their successors or permitted assigns and (b)
waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, that



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




[Signature Pages Follow.]




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



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

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

not in its individual capacity,

except as expressly provided

herein, but solely as Loan Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page




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[Reg. No.]

















 





Exhibit A

to Indenture and Security Agreement

([REG. NO.])




FORM OF INDENTURE SUPPLEMENT




INDENTURE SUPPLEMENT NO. ___




     INDENTURE SUPPLEMENT NO. ___, dated ___, 20___(“Indenture
Supplement”), between DELTA AIR LINES, INC. (“Company”) and U.S. BANK TRUST NATIONAL
ASSOCIATION, not in its individual capacity but solely as Loan Trustee under the Indenture (each as
hereinafter defined).



W I T N E S S E T H:




     WHEREAS, the Indenture and Security Agreement ([REG. NO.]), dated as of _________, 20___
(the “Indenture”; capitalized terms used herein without definition shall have the meanings
specified therefor in Annex A to the Indenture), between Company and U.S. Bank Trust National
Association, not in its individual capacity, except as expressly provided therein, but solely as
Loan Trustee (“Loan Trustee”), provides for the execution and delivery of supplements
thereto substantially in the form hereof which shall particularly describe the Aircraft, and shall
specifically grant a security interest in the Aircraft to Loan Trustee; and



     [WHEREAS, the Indenture relates to the Airframe and Engines described in Annex A attached
hereto and made a part hereof, and a counterpart of the Indenture is attached to and made a part of
this Indenture Supplement;]12



     [WHEREAS, Company has, as provided in the Indenture, heretofore executed and delivered to Loan
Trustee Indenture Supplement(s) for the purpose of specifically subjecting to the Lien of the
Indenture certain airframes and/or engines therein described, which Indenture Supplement(s) is/are
dated and has/have been duly recorded with the FAA as set forth below, to wit:



     Date  Recordation Date  FAA Document Number]13



     NOW, THEREFORE, (x) to secure the prompt and complete payment (whether at stated
maturity, by acceleration or otherwise) of principal of, Make-Whole Amount, if any, and interest
on, the Equipment Notes and all other Secured Obligations (other than any Related Secured
Obligations) payable by Company under the Operative Documents and the performance and observance by
Company of all the agreements and covenants to be performed or observed by Company for the benefit
of Noteholders and Indenture Indemnitees contained in the Operative Documents and (y) to
secure the Related Secured





 




			
	12	 	Use for Indenture Supplement No. 1 only.
	 
	13	 	Use for all Indenture Supplements other than Indenture
Supplement No. 1.





Indenture Supplement No. ____ (2009-1 EETC)

[Reg. No.]















 







Obligations, and in consideration of the premises and of the covenants contained in the
Operative Documents and the Related Indentures, and for other good and valuable consideration given
by Noteholders, Indenture Indemnitees and Related Indenture Indemnitees to Company at or before the
Closing Date, the receipt and adequacy of which is hereby acknowledged, Company does hereby grant,
bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto Loan Trustee and its
successors in trust and permitted assigns, for the security and benefit of Noteholders, each
Indenture Indemnitee and each Related Indenture Indemnitee, a first priority security interest in,
and mortgage lien on, all estate, right, title and interest of Company in, to and under the
Aircraft, including the Airframe and Engines described in Annex A attached hereto, whether or not
any such Engine from time to time is installed on the Airframe or any other airframe or any other
aircraft, and any and all Parts relating thereto, and, to the extent provided in the Indenture, all
substitutions and replacements of, and additions, improvements, accessions and accumulations to,
the Aircraft, including the Airframe, the Engines and any and all Parts (in each case other than
Excluded Equipment) relating thereto;




     To have and to hold all and singular the aforesaid property unto Loan Trustee, and its
successors and permitted assigns, in trust for the equal and proportionate benefit and security of
Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, except as otherwise provided
in the Indenture, including Section 2.13 and Article III of the Indenture, without any priority of
any one Equipment Note over any other, or any Related Equipment Note over any other by reason of
priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason
whatsoever, and for the uses and purposes and subject to the terms and provisions set forth in the
Indenture.



     This Indenture Supplement shall be construed as supplemental to the Indenture and shall form a
part thereof, and the Indenture is hereby incorporated by reference herein and is hereby ratified,
approved and confirmed.



     THIS INDENTURE SUPPLEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.



[Signature Pages Follow.]




Indenture Supplement No. ____ (2009-1 EETC)

[Reg. No.]





2









 








     IN
WITNESS WHEREOF, the undersigned have caused this Indenture Supplement No. _________ to be duly
executed by their respective duly authorized officers, on the date first above written.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its
individual capacity, except as expressly provided

herein, but solely as Loan Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages




Indenture Supplement No. ____ (2009-1 EETC)

[Reg. No.]





 









 








Annex A

to Indenture Supplement No. ___

([REG. No.])




DESCRIPTION OF AIRFRAME AND ENGINES 





     AIRFRAME



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Generic	 	FAA	 	 
	 	 	 	 	Manufacturer	 	Registration	 	Manufacturer’s
	Manufacturer	 	Model	 	Model	 	No.	 	Serial No.
	The Boeing Company
	 	 	 	 	 	 	 	 






     ENGINES



	 	 	 	 	 	 	 
	 

	 	 	 	Generic	 	 
	 

	 	 	 	Manufacturer
	 	Manufacturer’s
	Manufacturer

	 	Model
	 	Model
	 	Serial Nos.






     Each Engine has 550 or more rated take-off horsepower or the equivalent of such horsepower and
is a jet propulsion aircraft engine having at least 1750 pounds of thrust or the equivalent of such
thrust.



Indenture Supplement No. ____ (2009-1 EETC)

[Reg. No.]





 









 








Exhibit B

to Indenture and Security Agreement

([REG. NO.])




LIST OF PERMITTED COUNTRIES




	 	 	 	 	 
	Australia

	 	Greece
	 	Norway
	 
	 	 	 	 
	Austria

	 	Hong Kong
	 	Peoples’ Republic of China
	 
	 	 	 	 
	Bahamas

	 	Hungary
	 	Poland
	 
	 	 	 	 
	Barbados

	 	Iceland
	 	Portugal
	 
	 	 	 	 
	Belgium

	 	India
	 	Republic of China (Taiwan)
	 
	 	 	 	 
	Bermuda Islands

	 	Ireland
	 	Singapore
	 
	 	 	 	 
	Brazil

	 	Italy
	 	South Africa
	 
	 	 	 	 
	British Virgin Islands

	 	 Jamaica
	 	South Korea
	 
	 	 	 	 
	Canada

	 	Japan
	 	Spain
	 
	 	 	 	 
	Cayman Islands

	 	Liechtenstein
	 	Sweden
	 
	 	 	 	 
	Chile

	 	Luxembourg
	 	Switzerland
	 
	 	 	 	 
	Czech Republic

	 	Malaysia
	 	Thailand
	 
	 	 	 	 
	Denmark

	 	Mexico
	 	Trinidad and Tobago
	 
	 	 	 	 
	Ecuador

	 	Monaco
	 	United Kingdom
	 
	 	 	 	 
	Finland

	 	Netherlands Antilles	 	 
	 
	 	 	 	 
	France

	 	Netherlands, the	 	 
	 
	 	 	 	 
	Germany

	 	New Zealand	 	 






Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]




B-1









 








Exhibit C

to Indenture and

Security Agreement

([REG. NO.])




CERTAIN TERMS




	 	 	 
	Insurance Threshold:

	 	$[8,000,000]14
	 

	 	$[12,000,000]15
	 

	 	$[15,000,000]16
	 

	 	$[28,000,000]17








 




			
	14	 	To be inserted in the case of any 737-832 or 737-732
model aircraft.
	 
	15	 	To be inserted in the case of any 757-232 model
aircraft.
	 
	16	 	To be inserted in the case of any 767-332ER model
aircraft.
	 
	17	 	To be inserted in the case of any 777-232LR model
aircraft.





Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]




C-1









 








Schedule I

to Indenture and

Security Agreement




DESCRIPTION
OF EQUIPMENT NOTES18




     The information set forth below this text in this Schedule has been intentionally omitted from
the FAA filing copy as the parties hereto deem it to contain confidential information.





 




			
	18	 	This page to be included only in the FAA filing
package in the place of the completed amortization schedule.



Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]



I-1









 









Schedule I

to Indenture and

Security Agreement

(Cont’d)




DESCRIPTION OF EQUIPMENT NOTES




Original Principal           Maturity Date

Amount19                          
          




	 	 	 
	Series A

	 	December 17, 2019
	Equipment Notes:
	 	 
	 
	 	 
	Series B

	 	December 17, 2016
	Equipment Notes:
	 	 






CERTAIN DEFINED TERMS




	 	 	 
	Defined Term	 	Definition
	Debt Rate for Series A Equipment Notes
	 	7.75% per annum
	Make-Whole Spread for Series A Equipment Notes
	 	0.75%
	 
	 	 
	Debt Rate for Series B Equipment Notes
	 	9.75% per annum
	Make-Whole Spread for Series B Equipment Notes
	 	0.75%








 




			
	19	 	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.





Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]





 









 








Schedule I

to Indenture and

Security Agreement

(Cont’d)




EQUIPMENT NOTES AMORTIZATION




SERIES A EQUIPMENT NOTES20

Boeing [Model]

[Reg. No.]




	 	 	 
	 

	 	Percentage of
	 

	 	Original Principal Amount
	Payment Date

	 	to be Paid
	 

	 	 





SERIES B EQUIPMENT NOTES21

Boeing [Model]

[Reg. No.]




	 	 	 
	 

	 	Percentage of
	 

	 	Original Principal Amount
	Payment Date

	 	to be Paid
	 

	 	 







 




			
	20	 	For each Aircraft (as defined in the Note Purchase
Agreement), to be completed based on the amortization schedule in Schedule III
to the Note Purchase Agreement.
	 
	21	 	For each Aircraft (as defined in the Note Purchase
Agreement), to be completed based on the amortization schedule in Schedule
III to the Note Purchase Agreement.





Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]




 









 








Schedule I

to Indenture and

Security Agreement

(Cont’d)




EQUIPMENT NOTES AMORTIZATION22




SERIES A EQUIPMENT NOTES

Boeing [Model]

[Reg. No.]




	 	 	 
	 

	 	Percentage of
	 

	 	Original Principal Amount
	Payment Date

	 	to be Paid
	 

	 	 




The portion of this Schedule appearing below this text is intentionally deleted from the FAA filing
counterpart because the parties hereto deem it to contain confidential information.




SERIES B EQUIPMENT NOTES

Boeing [Model]

[Reg. No.]




	 	 	 
	 

	 	Percentage of
	 

	 	Original Principal Amount
	Payment Date

	 	to be Paid
	 

	 	 




The portion of this Schedule appearing below this text is intentionally deleted from the FAA filing
counterpart because the parties hereto deem it to contain confidential information.






 




			
	22	 	This page to be included only in the FAA filing
package in the place of the completed amortization schedule.





Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]




 









 








Schedule II

to Indenture and

Security Agreement




PASS THROUGH TRUST AGREEMENT AND




PASS THROUGH TRUST SUPPLEMENTS




     Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S.
Bank Trust National Association (as successor to State Street Bank and Trust Company of
Connecticut, National Association), as trustee, as supplemented by Trust Supplement No. 2009-1A,
dated as of the Issuance Date, and Trust Supplement No. 2009-1B, dated as of the Issuance
Date.



Indenture and Security Agreement (2009-1 EETC)

[Reg. No.]





II-1











 





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,






A-1









 







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.



A-2









 





     “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.



A-3









 





     “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.



A-4









 





     “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.



A-5









 





     “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



A-6









 




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:



A-7









 





     (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



A-8









 







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,



A-9









 







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.



A-10









 





     “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



A-11









 





(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



A-13









 




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.



A-14









 





     “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 [___]23.



     “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





 




			
	23	 	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.




A-15









 









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.



A-16









 





     “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.]24



     [“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.]25



     [“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.]26



     [“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.]27



     “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.





 




			
	24	 	To be inserted for 737-832 or 737-732 aircraft.
	 
	25	 	To be inserted for 757-232 aircraft.
	 
	26	 	To be inserted for 767-332ER aircraft.
	 
	27	 	To be inserted for 777-232LR aircraft.




A-17









 










     “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.



A-18









 





     “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.



A-19









 





     “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.



A-20









 





     “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.




A-21