exv4w13






Exhibit 4.13




EXECUTION COPY




 





NOTE PURCHASE AGREEMENT




Dated as of November 24, 2009




among




DELTA AIR LINES, INC.,




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the Pass Through Trust Agreements




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent




U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent




and




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Paying Agent




 





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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.
	 	Financing of Aircraft	 	 	3	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Conditions Precedent	 	 	6	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Representations and Warranties	 	 	7	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Covenants	 	 	11	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Depositary Downgrade and Replacement of Depositary	 	 	14	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Notices	 	 	15	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Expenses	 	 	16	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Further Assurances	 	 	17	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Miscellaneous	 	 	17	 
	 
	 	 	 	 	 	 
	 Section 10.
	 	Governing Law	 	 	18	 






	 	 	 
	Schedule I
	 	Aircraft
	Schedule II
	 	Trust Supplements
	Schedule III
	 	Required Terms
	 
	 	 
	Annex A
	 	Definitions
	 
	 	 
	Exhibit A
	 	Form of Funding Notice
	Exhibit B
	 	Form of Participation Agreement
	Exhibit C
	 	Form of Indenture and Security Agreement






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NOTE PURCHASE AGREEMENT




          This NOTE PURCHASE AGREEMENT, dated as of November 24, 2009, is made by and among (i)
DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns,
the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a
national banking association, not in its individual capacity except as otherwise expressly provided
herein, but solely as trustee (in such capacity, together with any successor in interest and any
successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as
defined below), the “Pass Through Trustee”) under each of the two separate Pass Through
Trust Agreements (as defined below), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association, as subordination agent and trustee (in such capacity together with its
successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement
(as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow
Agent”), under each of the Escrow and Paying Agent Agreements (as defined below), and
(v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying Agent
(in such capacity together with its successors in such capacity, the “Paying Agent”) under
each of the Escrow and Paying Agent Agreements.



W
 I  T  N  E  S  S  E  T  H:




          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in Annex A hereto;



          WHEREAS, the Company owns the 22 Boeing aircraft described in part one of Schedule I hereto
(each, a “2000-1 Aircraft”, and collectively, the “2000-1 Aircraft”) and the five
Boeing aircraft described in part two of Schedule I hereto (each, a “2009 Aircraft”, and
collectively, the “2009 Aircraft”, and together with the 2000-1 Aircraft, each, an
“Aircraft” and collectively, the “Aircraft”), which Aircraft are subject to certain
financings described in Schedule I hereto (such financings, the “Existing Financings”);



          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements
set forth in Schedule II hereto, and concurrently with the execution and delivery of this Note
Purchase Agreement, two separate grantor trusts (the “Class A Pass Through Trust” and the
“Class B Pass Through Trust”, and collectively, the “Pass Through Trusts” and,
individually, each a “Pass Through Trust”) have been created to facilitate certain of the
transactions contemplated hereby, including, without limitation, the issuance and sale of pass
through certificates pursuant thereto (together with any other pass through certificates for which
such pass through certificates may be exchanged, collectively, the “Certificates”) to
provide financing, among other things, for the purchase by such Pass Through Trusts of the
Equipment Notes to be issued in respect of, and secured by a security interest in, the Aircraft;



          WHEREAS, the Company has entered into the Underwriting Agreement, dated November 18, 2009 (as
amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Underwriting Agreement”) with the Underwriters named therein



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(the “Underwriters”) which provides that the Company will cause the Pass Through
Trustee under the Class A Pass Through Trust (the “Class A Pass Through Trustee”), and the
Pass Through Trustee under the Class B Pass Through Trust (the “Class B Pass Through
Trustee”) to issue and sell the Class A Certificates and the Class B Certificates,
respectively, to the Underwriters on the Issuance Date;




          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement
(Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that
certain Deposit Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass
Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to
time in accordance with its terms, a “Deposit Agreement” and collectively, the “Deposit
Agreements”) whereby the Escrow Agent agreed to direct the Underwriters to make certain
deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit
the applicable Pass Through Trustees to make additional deposits from time to time thereafter (the
Initial Deposits together with such additional deposits are collectively referred to as the
“Deposits”), and (ii) the Underwriters, the applicable Pass Through Trustees, the
Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement
(Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that
certain Escrow and Paying Agent Agreement (Class B), dated as of the Issuance Date, relating to the
Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified
from time to time in accordance with its terms, an “Escrow and Paying Agent Agreement”, and
collectively, the “Escrow and Paying Agent Agreements”), whereby, among other things,
(a) the Underwriters agreed to deliver an amount equal to the amount of the Initial
Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable
Escrow Agent, upon the Depositary receiving such Initial Deposits, agreed to deliver escrow
receipts to be affixed to each Certificate;



          WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each Pass
Through Trustee and each of the Subordination Agent, U.S. Bank and the Company will enter into the
applicable Financing Agreements to which it is intended to be a party relating to each Aircraft;



          WHEREAS, upon the financing of each Aircraft, each Pass Through Trustee will fund its purchase
of the related series of Equipment Notes in respect of such Aircraft with the proceeds of one or
more Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement bearing
the same interest rate as the Certificates issued by the applicable Pass Through Trust; and



          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Class A Liquidity Provider has entered into the Class A Liquidity Facility for the
benefit of the holders of the Certificates issued by the Class A Pass Through Trust and the Class B
Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the holders
of the Certificates issued by the Class B Pass Through Trust, in each case with the Subordination
Agent, as agent for the Pass Through Trustee on behalf of each such Pass



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Through Trust and (ii) the Pass Through Trustees, the Liquidity Providers and the
Subordination Agent have entered into the Intercreditor Agreement.




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



          SECTION 1. Financing of Aircraft.



          (a) Agreement to Finance. The Company agrees:




     (i) to finance the 2000-1 Aircraft in the manner provided herein, all on and
subject to the terms and conditions hereof and of the applicable Financing
Agreements, by the date referred to in clause (a) of the definition of Delivery
Period Termination Date; and




     (ii) to finance the 2009 Aircraft in the manner provided herein, all on and
subject to the terms and conditions hereof and of the applicable Financing
Agreements, within 90 days after the date hereof.




     (b) Funding Notice. In furtherance of the foregoing, and in respect of each
Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the
Rating Agencies not less than two Business Days’ prior notice (or, in the case of a
substitute Funding Notice under Section 1(f), one Business Day’s prior notice),
substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the
date (which date shall not be earlier than the eighth day after the date of establishment of
the relevant Deposit unless the seven-day requirement set forth in the first sentence of
Section 2.3(a) of each Deposit Agreement has been waived by the applicable
Depositary pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement
and not reinstated pursuant to the last sentence of Section 2.3(a) of such Deposit
Agreement) scheduled for the financing as contemplated hereby in respect of such Aircraft
(the “Funding Date”), which notice shall:




     (i) specify the Funding Date of such Aircraft (which shall be a Business Day on
or prior to the Cut-Off Date);




     (ii) instruct each Pass Through Trustee to enter into the Participation
Agreement included in the Financing Agreements with respect to such Aircraft in such
form and at such a time on or before the Funding Date as specified in such Funding
Notice and to perform its obligations thereunder;




     (iii) instruct each Pass Through Trustee to deliver to the applicable Escrow
Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase
Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and
Paying



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Agent Agreement with respect to the Equipment Notes to be issued to such Pass
Through Trustee in connection with the financing of such Aircraft; and




     (iv) specify the aggregate principal amount of each series of Equipment Notes to
be issued, and purchased by each Pass Through Trustee, in connection with the
financing of such Aircraft scheduled to be consummated on such Funding Date (which
aggregate principal amount shall be as specified in, or as adjusted in accordance
with, as the case may be, the Required Terms).




     (c) [Intentionally Omitted.]




     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each
Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into and
perform their obligations under each applicable Participation Agreement and follow the other
instructions specified in such Funding Notice; provided that, with respect to each
Aircraft to be financed:




     (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation
Agreement and the applicable Indenture, as executed and delivered, shall be
substantially in the respective forms thereof annexed hereto and (x) the
amortization schedule for each Equipment Note shall be as set forth in the relevant
table attached as part of Schedule III hereto and (y) the relevant Financing
Agreements shall provide for the purchase by the applicable Pass Through Trustee of
Equipment Notes of the related series in the principal amounts specified in Schedule
III hereto;




     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the
Company shall have obtained from each Rating Agency a Rating Agency Confirmation with
respect to each Class of Certificates then rated by such Rating Agency in connection
with any material modifications of the applicable Financing Agreements from the forms
of Financing Agreements annexed hereto (including the form of Equipment Note included
in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation
to each Pass Through Trustee on or before the applicable Funding Date or (y)
such Rating Agency Confirmation shall have been obtained with respect to material
modifications of the Financing Agreements relating to another or any Aircraft or with
respect to material modifications of the forms of Financing Agreements annexed hereto
and the applicable Financing Agreements incorporate such material modifications
without additional material modifications, the applicable Financing Agreements, as
executed and delivered, may incorporate such material modifications, if any;




     (iii) the applicable Financing Agreements, as executed and delivered, shall
comply with the Required Terms; and



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     (iv) the Company is not required to obtain or deliver a Rating Agency
Confirmation or a certification pursuant to Section 2(b)(ii) of this Note
Purchase Agreement in connection with any modifications to the applicable Financing
Agreements that are expressly permitted by the Required Terms or by Section
5(e) of this Note Purchase Agreement.



          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any
Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent
required for the issuance of Equipment Notes pursuant to Section 4(a)(v) of this Note
Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or
8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall
pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any
Rating Agency Confirmation in connection therewith, and (y) the Company is not required to
deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in
connection with any modifications of the Financing Agreements contemplated by this sentence. With
respect to each Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the
eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the
applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan
Trustee is intended to be a party, and shall concurrently therewith execute such Financing
Agreements to which the Company is intended to be a party and perform its respective obligations
thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to
be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing
Agreement relating to the financing of each Aircraft, together with a true and complete set of the
closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the
Subordination Agent and each Pass Through Trustee under the applicable Participation Agreement.




     (e) Registration of Equipment Notes. The Company agrees that all Equipment
Notes issued pursuant to any Indenture to which an Aircraft shall have been subjected shall
initially be registered in the name of the Subordination Agent on behalf of the applicable
Pass Through Trustee (or, in the case of any Additional Series Equipment Notes, on behalf of
the Additional Series Pass Through Trustee with respect to the corresponding Additional
Series Pass Through Certificates).




     (f) Postponement of Delivery and Funding. If, on the Funding Date for any
Aircraft, the financing of such Aircraft as contemplated hereunder shall not be consummated
for whatever reason, the Company shall give the parties hereto and the Depositary prompt
notice thereof. Promptly after the Company has identified a new Funding Date on which such
Aircraft may be subjected to the financing as provided herein (all on and subject to the
terms and conditions hereof and of the applicable Financing Agreements), the Company shall
give the parties hereto and the Depositary a substitute Funding Notice specifying such new
Funding Date for such Aircraft. Upon receipt of any such substitute Funding Notice, each
Pass Through Trustee shall comply with its obligations under Section 7.01 of the
applicable Trust Supplement and thereafter the financing of such Aircraft, as specified in
such substitute Funding Notice, shall take



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place on the re-scheduled Funding Date therefor (all on and subject to the terms and
conditions hereof and of the applicable Financing Agreements) unless further postponed as
provided herein.




     (g) [Intentionally Omitted.]




     (h) [Intentionally Omitted.]




     (i) No Liability for Failure to Purchase Equipment Notes. The Company shall
have no liability for the failure of any Pass Through Trustee to purchase Equipment Notes
with respect to any Aircraft.




     (j) Withdrawals Limited to Available Deposits. Anything herein to the contrary
notwithstanding, the Company shall not have the right, and shall not be entitled, at any
time to request the issuance of Series A Equipment Notes or Series B Equipment Notes in
respect of the Aircraft to the Class A Pass Through Trustee or the Class B Pass Through
Trustee, respectively, in an aggregate principal amount in excess of the amount of the
Deposits then available for withdrawal by the Escrow Agent under and in accordance with the
provisions of the applicable Deposit Agreement.




     (k) Notice of Event of Loss. In the case of any Aircraft, if, prior to the
date on which such Aircraft is subjected to a financing in the manner provided herein, an
event has occurred and is continuing that constitutes an Event of Loss (as defined in
(i) if at the time of the occurrence of such event such Aircraft was subject to an
Existing Financing, the indenture and security agreement to which such Aircraft was then
subject in connection with such Existing Financing or (ii) if at the time of the
occurrence of such event such Aircraft was not subject to an Existing Financing, the form of
the Indenture annexed hereto, as such form is modified from time to time in accordance with
the terms hereof) with respect to such Aircraft or that would constitute such an Event of
Loss but for the requirement that notice be given or time elapse or both, the Company will
as promptly as practicable (and, in any event, within 15 days after the occurrence of the
relevant Event of Loss) give notice of such event to each Pass Through Trustee and the
Subordination Agent and instruct each Pass Through Trustee, and each Pass Through Trustee
agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal
Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a
relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and Paying
Agent Agreement).



          SECTION 2. Conditions Precedent. The obligation of each of the Pass Through Trustees
to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement
relating to any Aircraft as directed pursuant to a Funding Notice and to perform its obligations
thereunder is subject to satisfaction of the following conditions:




     (a) no Triggering Event shall have occurred;



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     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d),
the Company shall have delivered a certificate to each Pass Through Trustee and each
Liquidity Provider stating that (i) such Participation Agreement and the other
Financing Agreements to be entered into pursuant to such Participation Agreement comply with
the Required Terms and (ii) if any substantive modifications of such Financing
Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement
have been made, (x) such substantive modifications do not materially and adversely
affect the holders of the Class A Certificates, the holders of the Class B Certificates, or
any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the
Company has obtained from each Rating Agency a Rating Agency Confirmation with respect to
each Class of Certificates then rated by such Rating Agency with respect to such
modifications, and such certification shall be true and correct;




     (c) such Pass Through Trustee shall not have received any notice pursuant to
Section 1(k) of a relevant event with respect to such Aircraft; and




     (d) such Pass Through Trustee shall have received evidence that the lien of the
applicable Existing Financing has been terminated with respect to such Aircraft and the
filing of a release with the FAA and the filing of Uniform Commercial Code termination
statements, and, if applicable, the registration of a discharge of any International
Interest (as defined in the Indenture Form) registered on the International Registry (as
defined in the Indenture Form), in each case with respect to such lien.


Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to
purchase Equipment Notes hereunder shall terminate on the Cut-Off Date.




          SECTION 3. Representations and Warranties.




     (a) Representations and Warranties of the Company. The Company represents and
warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Company is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and is a Citizen of the United States and has the full
corporate power, authority and legal right under the laws of the State of Delaware to
execute and deliver this Note Purchase Agreement and each Financing Agreement to
which it will be a party and to carry out the obligations of the Company under this
Note Purchase Agreement and each Financing Agreement to which it will be a party;




     (ii) Authorization; No Conflicts. The execution and delivery by the
Company of this Note Purchase Agreement and the performance by the Company of its
obligations under this Note Purchase Agreement have been duly authorized by the
Company and will not violate its Certificate of Incorporation or by-laws or



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the provisions of any indenture, mortgage, contract or other agreement to which
it is a party or by which it is bound; and




     (iii) Enforceability. This Note Purchase Agreement constitutes the
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether considered
in a proceeding at law or in equity.




     (b) Representations and Warranties of U.S. Bank. U.S. Bank represents and
warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank
is a national banking association duly organized and validly existing in good
standing under the laws of the United States and is a Citizen of the United States
and has the full corporate power, authority and legal right under the laws of the
United States and of the state of the United States in which it is located and
pertaining to its banking, trust and fiduciary powers to execute and deliver this
Note Purchase Agreement and each Financing Agreement to which it will be a party and
to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent,
Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase
Agreement and each Financing Agreement to which it will be a party;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of this Note Purchase Agreement and the performance by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of its obligations under this Note Purchase Agreement have
been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Pass
Through Trustee or Paying Agent, as the case may be, and will not violate its
articles of association or by-laws or the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is bound; and




     (iii) Enforceability. This Note Purchase Agreement constitutes the
legal, valid and binding obligations of U.S. Bank, in its capacity as Subordination
Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against
it in accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether considered
in a proceeding at law or in equity.




     (c) Representations and Warranties of the Pass Through Trustee. Each Pass
Through Trustee hereby confirms to each of the other parties hereto that its



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representations and warranties set forth in Section 7.15 of the Basic Pass
Through Trust Agreement and Section 7.04 of the applicable Trust Supplement are true
and correct as of the date hereof.




     (d) Representations and Warranties of the Subordination Agent. The
Subordination Agent represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Subordination Agent is a national banking association duly organized and validly
existing in good standing under the laws of the United States, and has the full
corporate power, authority and legal right under the laws of the United States and of
the state of the United States in which it is located and pertaining to its banking,
trust and fiduciary powers to execute and deliver this Note Purchase Agreement and
each Financing Agreement to which it is or will be a party and to perform its
obligations under this Note Purchase Agreement and each Financing Agreement to which
it is or will be a party;




     (ii) Due Authorization; Enforceability. This Note Purchase Agreement
has been duly authorized, executed and delivered by the Subordination Agent; this
Note Purchase Agreement constitutes the legal, valid and binding obligations of the
Subordination Agent enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in equity;




     (iii) Compliance with Laws; No Conflicts. None of the execution,
delivery and performance by the Subordination Agent of this Note Purchase Agreement
contravenes any law, rule or regulation of the state of the United States in which it
is located or any United States governmental authority or agency regulating the
Subordination Agent’s banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Subordination Agent or contravenes the Subordination
Agent’s articles of association or by-laws or results in any breach of, or constitute
a default under, any agreement or instrument to which the Subordination Agent is a
party or by which it or any of its properties may be bound;




     (iv) No Governmental Consents. Neither the execution and delivery by
the Subordination Agent of this Note Purchase Agreement nor the consummation by the
Subordination Agent of any of the transactions contemplated hereby requires the
consent or approval of, the giving of notice to, the registration with, or the taking
of any other action with respect to, any governmental authority or agency of the
state of the United States in which it is located or any federal governmental
authority or agency regulating the Subordination Agent’s banking, trust or fiduciary
powers;



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     (v) Certain Tax Matters. There are no Taxes payable by the
Subordination Agent imposed by any state of the United States in which it is located
or any political subdivision or taxing authority thereof in connection with the
execution, delivery and performance by the Subordination Agent of this Note Purchase
Agreement or the Intercreditor Agreement (other than franchise or other taxes based
on or measured by any fees or compensation received by the Subordination Agent for
services rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes
payable by the Subordination Agent imposed by any state of the United States in which
it is located or any political subdivision thereof in connection with the
acquisition, possession or ownership by the Subordination Agent of any of the
Equipment Notes (other than franchise or other taxes based on or measured by any fees
or compensation received by the Subordination Agent for services rendered in
connection with the transactions contemplated by the Intercreditor Agreement or any
of the Liquidity Facilities); and




     (vi) No Proceedings. There are no pending or threatened actions or
proceedings against the Subordination Agent before any court or administrative agency
which individually or in the aggregate, if determined adversely to it, would
materially adversely affect the ability of the Subordination Agent to perform its
obligations under this Note Purchase Agreement.




     (e) Representations and Warranties of the Escrow Agent. The Escrow Agent
represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow
Agent is a national banking association duly incorporated, validly existing and in
good standing under the laws of the United States and has the full corporate power,
authority and legal right under the laws of the United States and of the state of the
United States in which it is located and pertaining to its banking, trust and
fiduciary powers to execute and deliver this Note Purchase Agreement, each Deposit
Agreement and each Escrow and Paying Agent Agreement (collectively, the “Escrow
Agent Agreements”) and to carry out the obligations of the Escrow Agent under
each of the Escrow Agent Agreements;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
the Escrow Agent of each of the Escrow Agent Agreements and the performance by the
Escrow Agent of its obligations hereunder and thereunder have been duly authorized by
the Escrow Agent and will not violate its articles of association or by-laws or the
provisions of any indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and




     (iii) Enforceability. Each of the Escrow Agent Agreements constitutes
the legal, valid and binding obligations of the Escrow Agent enforceable against it
in accordance with its terms, except as the same may be limited by applicable



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bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether considered
in a proceeding at law or in equity.




     (f) Representations and Warranties of the Paying Agent. The Paying Agent
represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Paying
Agent is a national banking association duly organized and validly existing in good
standing under the laws of the United States, and has the full corporate power,
authority and legal right under the laws of the United States and of the state in
which it is located and pertaining to its banking, trust and fiduciary powers to
execute and deliver this Note Purchase Agreement and each Escrow and Paying Agent
Agreement (collectively, the “Paying Agent Agreements”) and to carry out the
obligations of the Paying Agent under each of the Paying Agent Agreements;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
the Paying Agent of each of the Paying Agent Agreements and the performance by the
Paying Agent of its obligations hereunder and thereunder have been duly authorized by
the Paying Agent and will not violate its articles of association or by-laws or the
provisions of any indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and




     (iii) Enforceability. Each of the Paying Agent Agreements constitutes
the legal, valid and binding obligations of the Paying Agent enforceable against it
in accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether considered
in a proceeding at law or in equity.



          SECTION 4. Covenants.




     (a) Covenants of the Company.




     (i) Maintenance of Corporate Existence. Subject to, and except as
contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the
Company shall at all times maintain its corporate existence.




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




     (iii) Merger, Consolidation, Acquisition of the Company. The Company
shall not consolidate with or merge into any other Person or convey, transfer or



Note Purchase Agreement

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11









 









lease substantially all of its assets as an entirety to any Person, unless the
Person formed by such consolidation or into which the Company is merged or the Person
that acquires by conveyance, transfer or lease substantially all of the assets of the
Company as an entirety shall execute and deliver to the Pass Through Trustees, the
Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing
the express assumption by such successor Person of the due and punctual performance
and observance of each covenant and condition of this Note Purchase Agreement to be
performed or observed by the Company. Upon any such consolidation or merger, or any
conveyance, transfer or lease of substantially all of the assets of the Company as an
entirety, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under
this Note Purchase Agreement with the same effect as if such successor Person had
been named as the Company herein.




     (iv) Notice of Occurrence of Cut-Off Date. The Company agrees to
provide written notice to each of the parties hereto of the occurrence of the Cut-Off
Date no later than one Business Day after the date thereof.




     (v) Refinancing of Equipment Notes; Additional Series Equipment Notes.
The Company shall not (A) redeem any Series B Equipment Notes (or any
Additional Series Equipment Notes) and issue new Equipment Notes with the same Series
designation as that of the redeemed Equipment Notes, or (B) issue any
Additional Series Equipment Notes, in each case, under any Indenture, unless the
Company shall have obtained a Rating Agency Confirmation with respect to any Class of
Certificates then rated by such Rating Agency that will remain outstanding in
connection with such issuance or such redemption and issuance, as applicable; and any
such issuance or redemption and issuance, as applicable, shall be subject to the
terms of Section 8.01(c) or 8.01(d), as applicable, of the
Intercreditor Agreement. If any such new Equipment Notes or Additional Series
Equipment Notes are to be so issued, the pass through trustee of the pass through
trust that acquires such new Equipment Notes or the Additional Series Pass Through
Trustee, as applicable, shall execute and deliver an instrument by which such pass
through trustee or Additional Series Pass Through Trustee, as applicable, becomes a
party hereto, and each of the parties hereto agrees, at the Company’s request, to
enter into any amendments to this Note Purchase Agreement (including, without
limitation, any modifications of the Indenture Form and the Participation Agreement
Form) and any other Operative Agreements as may be necessary or desirable to give
effect to such issuance or redemption and issuance of any such new Equipment Notes or
Additional Series Equipment Notes, as applicable, and the issuance of pass through
certificates by any pass through trust that acquires any such new Equipment Notes or
Additional Series Equipment Notes, as applicable, 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



Note Purchase Agreement

2009-1 EETC






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for any credit support for any pass through certificates relating to any such
new Equipment Notes or Additional Series Equipment Notes (including, without
limitation, to provide for payment of fees, interest, expenses, reimbursement of
advances and other obligations arising from such credit support).




     (vi) Certain Reports to Subordination Agent. Promptly after the
occurrence of a Triggering Event or an Indenture Event of Default resulting from the
failure of the Company to make payments on any Equipment Note and on every Regular
Distribution Date while the Triggering Event or such Indenture Event of Default shall
be continuing, the Company shall, at the Subordination Agent’s request from time to
time but in any event no more frequently than once every three months, provide to the
Subordination Agent a statement setting forth the following information with respect
to each Aircraft then subject to the lien of an Indenture: (A) whether the
Aircraft are currently in service or parked in storage, (B) the maintenance
status of the Aircraft, and (C) the location of the Engines (as defined in
the respective Indentures to which such Aircraft are subject). As used in this
Section 4(a)(vi), the terms “Triggering Event”, “Indenture Event of Default”
and “Regular Distribution Date” have the respective meanings set forth in the
Intercreditor Agreement.




     (b) Covenants by U.S. Bank.




     (i) Status as Citizen of the United States. U.S. Bank, in its
individual capacity, covenants with each of the other parties to this Note Purchase
Agreement that it will, immediately upon obtaining knowledge of any facts that would
cast doubt upon its continuing status as a Citizen of the United States and promptly
upon public disclosure of negotiations in respect of any transaction which would or
might adversely affect such status, notify in writing all parties hereto of all
relevant matters in connection therewith. Upon U.S. Bank giving any such notice,
U.S. Bank shall, subject to Section 8.01 of any Indenture then entered into,
resign as Loan Trustee in respect of such Indenture.




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




     (c) [Intentionally Omitted].




     (d) Covenants by the Pass Through Trustees.



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     (i) Tax Forms of the Pass Through Trustees. On or prior to the date
this Note Purchase Agreement is executed, each Pass Through Trustee shall have
provided a completed and executed copy of IRS Form W-9 to each of the Company, the
Subordination Agent, the Liquidity Providers, the Escrow Agent, the Paying Agent and
the Depositary.




     (ii) Tax Forms of Additional Series Pass Through Trustee. If any new
Equipment Notes or Additional Series Equipment Notes shall be issued under any
Indenture as provided in Section 4(a)(v), on or prior to the date such new Equipment
Notes or Additional Series Equipment Notes, as applicable, shall have been so issued,
the pass through trustee of the pass through trust that acquires such new Equipment
Notes or the Additional Series Pass Through Trustee, as applicable, shall have
provided a completed and executed copy of IRS Form W-9 to each of the Company and the
Subordination Agent and, if a liquidity facility shall have been provided with
respect to the Additional Series Pass Through Trust, to the provider of such
liquidity facility and, if such Additional Series Equipment Notes or such New
Equipment Notes shall be issued on or prior to the Delivery Period Termination Date,
to the Escrow Agent, the Paying Agent and the Depositary.



          SECTION 5. Depositary Downgrade and Replacement of Depositary.




     (a) Depositary Downgrade and Option to Replace. If (1) the
Depositary’s Short-Term Rating issued by a Rating Agency is downgraded below P-1 by Moody’s
or A-1+ by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary
Threshold Rating”), or (2) the Company, in its sole discretion, gives written
notice to the Depositary of the Company’s election that the Depositary be replaced, the
Company shall, within 30 days after such event occurring, cause the Depositary to be
replaced with a depositary bank meeting the terms and on the conditions set forth in
Section 5(c) (a “Replacement Depositary”).




     (b) [Intentionally Omitted.]




     (c) Terms and Preconditions for Replacement of Depositary.




     (i) Minimum Credit Ratings; Confirmation from Ratings Agency. Any
Replacement Depositary may either be (x) one that meets the Depositary
Threshold Ratings or (y) one that does not meet the Depositary Threshold
Ratings, so long as, in the case of either of the immediately preceding clauses (x)
and (y), the Company shall have obtained a Rating Agency Confirmation with respect to
each Class of Certificates then rated by such Rating Agency in connection with the
replacement of the Depositary with such Replacement Depositary.




     (ii) Certain Fees and Expenses. The Company shall pay all fees,
expenses and other amounts then owing to the replaced Depositary. The Company shall
also



Note Purchase Agreement

2009-1 EETC






14









 









pay (x) any up-front fee of the Replacement Depositary and (y)
all out-of-pocket expenses (including reasonable fees and expenses of legal counsel)
of the parties hereto (including, without limitation, all amounts payable to the
Rating Agencies) incurred in connection with such replacement.




     (iii) Replacement Deposit Agreements; Opinions and Other Closing
Requirements. The Company shall cause the Replacement Depositary to enter into a
Replacement Deposit Agreement for each of the Class A Certificates and the Class B
Certificates with the Escrow Agent (and the Escrow Agent agrees to enter into any
such Replacement Deposit Agreement upon request of the Company) and shall cause the
Replacement Depositary to deliver to the Company and each Rating Agency legal
opinions and other closing documentation substantially similar in scope and substance
as those that were delivered by the Depositary being replaced in connection with the
execution and delivery of the Deposit Agreement being replaced.




     (d) Withdrawal Certificate and Notice of Replacement Withdrawal. Upon
satisfaction of the conditions set forth in Section 5(c), the Company shall instruct
each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to
the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and
Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the
Escrow and Paying Agent Agreements).




     (e) Amendments to Documents. Each of the parties hereto agrees, at the
Company’s request, to enter into any amendments to this Note Purchase Agreement, the Escrow
and Paying Agent Agreements and any other Operative Agreements as may be necessary or
desirable to give effect to the replacement of the Depositary with the Replacement
Depositary and the replacement of the Deposit Agreements with the Replacement Deposit
Agreements.




     (f) Effect of Replacement. Until the execution and delivery of the Replacement
Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain
in full force and effect. Upon the execution and delivery of the Replacement Deposit
Agreements, the Replacement Depositary shall be deemed to be the Depositary under the
Deposit Agreements with all of the rights and obligations of the Depositary hereunder and
under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed
to be the Deposit Agreements hereunder and under the other Operative Agreements.



          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or
permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in
writing, and given by United States registered or certified mail, return receipt requested,
overnight courier service or facsimile, and any such notice shall be effective when received (or,
if delivered by facsimile, upon completion of transmission and confirmation by the



Note Purchase Agreement

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sender (by a telephone call to a representative of the recipient or by machine confirmation)
that such transmission was received) to the relevant party hereto at the address or facsimile
number set forth below the signature of such party at the foot of this Note Purchase Agreement or
to such other address or facsimile number as such party may hereafter specify by notice to the
other parties.




          SECTION 7. Expenses. (a) Payments in Respect of Certain Liquidity Provider
Fees. The Company agrees to pay to the Subordination Agent when due an amount or amounts equal
to the fees payable to the applicable Liquidity Provider under Section 2.03 of each Liquidity
Facility and under the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by
a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits
under the Deposit Agreements pertaining to the Class A Pass Through Trust and the Class B Pass
Through Trust and the denominator of which shall be the sum of (i) the then outstanding
aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes issued
under all of the Indentures and (ii) the then outstanding aggregate amount of the Deposits
under the Deposit Agreements pertaining to the Class A Pass Through Trust and Class B Pass Through
Trust.




     (b) Certain Other Expenses. So long as no Equipment Notes have been issued in
respect of any Aircraft, the Company agrees to pay:




     (i) Under the Liquidity Facilities. To the Subordination Agent when
due (A) the amount equal to interest on any Downgrade Advance (other than any
Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility
minus Investment Earnings while such Downgrade Advance shall be outstanding and (B)
any other amounts owed to the applicable Liquidity Provider by the Subordination
Agent as borrower under each Liquidity Facility (other than amounts due as repayment
of advances thereunder or as interest on such advances, except to the extent payable
pursuant to clause (A) of this sentence);




     (ii) Under the Pass Through Trust Agreements. All compensation and
reimbursement of expenses, disbursements and advances payable by the Company under
the Pass Through Trust Agreements;




     (iii) Under the Intercreditor Agreement. All compensation and
reimbursement of expenses and disbursements payable to the Subordination Agent under
the Intercreditor Agreement except with respect to any income or franchise taxes
incurred by the Subordination Agent in connection with the transactions contemplated
by the Intercreditor Agreement; and




     (iv) Escrow Agent and Paying Agent. In the event the Company requests
any amendment to any Operative Agreement, all reasonable fees and expenses
(including, without limitation, fees and disbursements of counsel) of the Escrow
Agent and/or the Paying Agent in connection therewith.



Note Purchase Agreement

2009-1 EETC






16









 







For purposes of this Section 7(b), the terms “Applied Downgrade Advance”, “Downgrade Advance” and
“Investment Earnings” shall have the meanings specified in each Liquidity Facility.




          SECTION 8. Further Assurances. Each party hereto shall duly execute, acknowledge and
deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such further acts and
things, in any case, as any other party hereto shall reasonably request in connection with its
administration of, or to carry out more effectually the purposes of, or to better assure and
confirm unto it the rights and benefits to be provided under, this Note Purchase Agreement.



          SECTION 9. Miscellaneous.




     (a) Survival of Representations and Covenants. Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided for herein, the
representations, warranties and agreements herein of the Company, the Subordination Agent,
the Escrow Agent, the Paying Agent and each Pass Through Trustee, and the Company’s, the
Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and each Pass Through
Trustee’s obligations under any and all thereof, shall survive the expiration or other
termination of this Note Purchase Agreement and the other agreements referred to herein.




     (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This
Note Purchase Agreement may be executed in any number of counterparts (and each of the
parties hereto shall not be required to execute the same counterpart). Each counterpart of
this Note Purchase Agreement, including a signature page executed by each of the parties
hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such
counterparts together shall constitute one instrument. Neither this Note Purchase Agreement
nor any of the terms hereof may be terminated, amended, supplemented, waived or modified
orally, but only by an instrument in writing signed by the party against which the
enforcement of the termination, amendment, supplement, waiver or modification is sought.
The Table of Contents to this Note Purchase Agreement and the headings of the various
Sections and Subsections of this Note Purchase Agreement are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or provisions hereof.
The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the
benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee
and its successors as Pass Through Trustee (and any additional trustee appointed) under any
of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent
under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying
Agent under the Escrow and Paying Agent Agreements and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement.



Note Purchase Agreement

2009-1 EETC






17









 









     (c) Benefits of Agreement. This Note Purchase Agreement is not intended to,
and shall not, provide any Person not a party hereto (other than the Underwriters, each of
the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section
5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties
hereto, and no Person not a party hereto (other than the Underwriters, each of the
beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section
5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any
benefit or interest arising out of, this Note Purchase Agreement. To the extent that this
Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege,
benefit, interest, remedy or claim to any of the beneficiaries of Section 7 hereof
(including, but not limited to, rights, powers, privileges, benefits, interests, remedies
and claims under Section 7) or to the Depositary with respect to Section 5(c)(ii)
hereof, each such party is hereby recognized as a third party beneficiary hereunder and may
enforce any such right, power, privilege, benefit, interest, remedy or claim.



          SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK.



[Signature Pages Follow.]




Note Purchase Agreement

2009-1 EETC






18









 








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



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

	 	 	 	Address:
	 	 	 	1030 Delta Boulevard
	 

	 	 	 	 	 	 	 	Atlanta, Georgia 30354
	 

	 	 	 	 	 	 	 	Ref.: Delta Air Lines 2009-1 EETC
	 

	 	 	 	 	 	 	 	Attention: Treasurer
	 

	 	 	 	 	 	 	 	Telephone: (404) 715-6583
	 

	 	 	 	 	 	 	 	Facsimile: (404) 773-7345






Signature Page




Note Purchase Agreement

2009-1 EETC





 









 








	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Pass Through Trustee
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	 /s/ Alison D.B. Nadeau
	 	 	 	 	 
	 

	 	 	 	Name: Alison D.B. Nadeau
	 

	 	 	 	Title: Vice President

	 

	 	 	 	Address:
	 	 	 	300 Delaware Avenue, 9th
Floor 
 Mail Code EX-DE-WDAW 
Wilmington, Delaware
19801 
Attention: Corporate Trust Services

Ref.: Delta Air Lines 2009-1 EETC

Telephone: (302) 576-3703 
Facsimile: (302)
576-3717






	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Subordination Agent
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Alison D.B. Nadeau
	 	 	 	 	 
	 	 	 	 	Name: Alison D.B. Nadeau
	 	 	 	 	Title: Vice President
	 

	 	 	 	Address:
	 	 	 	One Federal Street, 3rd Floor

Mail Code EX-MA-FED 
Boston, Massachusetts 02110

Attention: Corporate Trust Services
 Ref.: Delta
Air Lines 2009-1 EETC

Telephone: (617) 603-6553
 Facsimile: (617)
603-6683






Signature Page




Note Purchase Agreement

2009-1 EETC







 









 








	 	 	 	 	 	 	 	 	 
	 

	 	U.S. BANK NATIONAL ASSOCIATION, not in 
its individual capacity, except as otherwise provided

herein, but solely as Escrow Agent

	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Alison D.B. Nadeau
	 	 	 	 	 
	 

	 	 	 	Name: Alison D.B. Nadeau

	 	 	 	 	Title: Vice President
	 

	 	 	 	Address:
	 	 	 	One Federal Street, 3rd Floor

Boston, Massachusetts 02110
 Attention: Corporate
Trust Services
 Ref.: Delta Air Lines 2009-1 EETC

Telephone: (617) 603-6553
 Facsimile: (617)
603-6683






	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its
individual capacity, except as otherwise
 provided
herein, but solely as Paying Agent
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Alison D.B. Nadeau
	 	 	 	 	 
	 

	 	 	 	Name: Alison D.B. Nadeau

	 

	 	 	 	Title: Vice President

	 

	 	 	 	Address:
	 	 	 	One Federal Street, 3rd
Floor
 Mail Code EX-MA-FED 
Boston, Massachusetts
02110 
Attention: Corporate Trust Services
 Ref.: Delta Air Lines 2009-1 EETC

Telephone: (617) 603-6553 
Facsimile: (617)
603-6683






Signature Page




Note Purchase Agreement

2009-1 EETC





 











 





SCHEDULE I to

NOTE PURCHASE AGREEMENT




AIRCRAFT




Part One — 2000-1 Aircraft and Existing Financings 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model (including	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	generic manufacturer and	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	1.

	 	N376DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	29624	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	2.

	 	N378DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30265	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	3.

	 	N380DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30266	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	4.

	 	N382DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30345	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	5.

	 	N384DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30347	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	6.

	 	N386DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30373	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	7.

	 	N388DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30375	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	8.

	 	N390DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30536	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	9.

	 	N392DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30561	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	10.

	 	N394DA
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	 	30562	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2000-1 EETC
	11.

	 	N696DL
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	29728	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY

PW2037)
	 	2000-1 EETC
	12.

	 	N698DL
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	29911	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY

PW2037)
	 	2000-1 EETC
	13.

	 	N6700
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30337	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY

PW2037)
	 	2000-1 EETC






Note Purchase Agreement

2009-1 EETC




 









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model (including	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	generic manufacturer and	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	14.

	 	N6702
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30188	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	15.

	 	N6704Z
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30396	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	16.

	 	N6706Q
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30422	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	17.

	 	N6708D
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30480	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	18.

	 	N6710E
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30482	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	19.

	 	N6712B
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	 	30484	 	 	Pratt & Whitney
	 	PW2037

(PRATT & WHITNEY PW2037)
	 	2000-1 EETC
	20.

	 	N1602
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	 	29694	 	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2000-1 EETC
	21.

	 	N1604R
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	 	30180	 	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2000-1 EETC
	22.

	 	N16065
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	 	30199	 	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2000-1 EETC






Note Purchase Agreement

2009-1 EETC






 Sch. I - 2









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




Part Two — 2009 Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	1.

	 	N705DN
	 	Boeing
	 	777-232LR

(BOEING 777-200)
	 	 	29742	 	 	General Electric
	 	GE90-110B1L2

(GE GE90-110B)
	 	2009 Mortgage

Financing
	2.

	 	N706DN
	 	Boeing
	 	777-232LR

(BOEING 777-200)
	 	 	30440	 	 	General Electric
	 	GE90-110B1L2

(GE GE90-110B)
	 	2009 Mortgage

Financing
	3.

	 	N707DN
	 	Boeing
	 	777-232LR

(BOEING 777-200)
	 	 	39091	 	 	General Electric
	 	GE90-110B1L2

(GE GE90-110B)
	 	2009 Mortgage

Financing
	4.

	 	N306DQ
	 	Boeing
	 	737-732

(BOEING 737-700)
	 	 	29633	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2009 Mortgage

Financing
	5.

	 	N307DQ
	 	Boeing
	 	737-732

(BOEING 737-700)
	 	 	29679	 	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2009 Mortgage

Financing






Note Purchase Agreement

2009-1 EETC





 Sch. I - 3









 








SCHEDULE II to

NOTE PURCHASE AGREEMENT




TRUST SUPPLEMENTS



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



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




Note Purchase Agreement

2009-1 EETC





 











 





SCHEDULE III to

NOTE PURCHASE AGREEMENT




REQUIRED TERMS




Equipment Notes




	 	 	 
	Obligor:

	 	The Company






Maximum Principal Amount:



The original principal amount and amortization schedule of the Series A Equipment Notes and the
Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following
tables:




PRINCIPAL AMOUNTS OF EQUIPMENT NOTES




	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft	 	Series A	 	 	Series B	 	 	Total
	N306DQ
	 	$	21,371,000	 	 	$	4,663,000	 	 	$	26,034,000
	N307DQ
	 	 	21,376,000	 	 	 	4,664,000	 	 	 	26,040,000
	N376DA
	 	 	12,262,000	 	 	 	2,498,000	 	 	 	14,760,000
	N378DA
	 	 	12,659,000	 	 	 	2,579,000	 	 	 	15,238,000
	N380DA
	 	 	12,685,000	 	 	 	2,584,000	 	 	 	15,269,000
	N382DA
	 	 	13,261,000	 	 	 	2,702,000	 	 	 	15,963,000
	N384DA
	 	 	13,308,000	 	 	 	2,711,000	 	 	 	16,019,000
	N386DA
	 	 	13,325,000	 	 	 	2,715,000	 	 	 	16,040,000
	N388DA
	 	 	13,247,000	 	 	 	2,699,000	 	 	 	15,946,000
	N390DA
	 	 	13,798,000	 	 	 	2,811,000	 	 	 	16,609,000
	N392DA
	 	 	13,477,000	 	 	 	2,746,000	 	 	 	16,223,000
	N394DA
	 	 	14,000,000	 	 	 	2,852,000	 	 	 	16,852,000
	N696DL
	 	 	10,367,000	 	 	 	2,112,000	 	 	 	12,479,000
	N698DL
	 	 	10,649,000	 	 	 	2,170,000	 	 	 	12,819,000
	N6700
	 	 	10,820,000	 	 	 	2,205,000	 	 	 	13,025,000
	N6702
	 	 	10,764,000	 	 	 	2,193,000	 	 	 	12,957,000
	N6704Z
	 	 	11,009,000	 	 	 	2,243,000	 	 	 	13,252,000
	N6706Q
	 	 	11,016,000	 	 	 	2,244,000	 	 	 	13,260,000
	N6708D
	 	 	11,155,000	 	 	 	2,273,000	 	 	 	13,428,000
	N6710E
	 	 	11,301,000	 	 	 	2,302,000	 	 	 	13,603,000
	N6712B
	 	 	11,418,000	 	 	 	2,326,000	 	 	 	13,744,000
	N1602
	 	 	18,740,000	 	 	 	3,818,000	 	 	 	22,558,000
	N1604R
	 	 	19,136,000	 	 	 	3,899,000	 	 	 	23,035,000
	N16065
	 	 	19,415,000	 	 	 	3,955,000	 	 	 	23,370,000
	N705DN
	 	 	79,425,000	 	 	 	17,329,000	 	 	 	96,754,000
	N706DN
	 	 	79,423,000	 	 	 	17,329,000	 	 	 	96,752,000
	N707DN
	 	 	79,389,000	 	 	 	17,322,000	 	 	 	96,711,000
	 
	 	 	 	 	 	 	 	 
	 
	 	$	568,796,000	 	 	$	119,944,000	 	 	$	688,740,000
	 
	 	 	 	 	 	 	 	 






Note Purchase Agreement

2009-1 EETC




 









 








AMORTIZATION SCHEDULES




Series A Equipment Notes

Boeing 737-732

N306DQ




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	3.3406789107	%
	December 17, 2010
	 	 	1.5182092555	 
	June 17, 2011
	 	 	2.3850879697	 
	December 17, 2011
	 	 	4.7448723972	 
	June 17, 2012
	 	 	4.6380355154	 
	December 17, 2012
	 	 	4.5311985401	 
	June 17, 2013
	 	 	4.4243615647	 
	December 17, 2013
	 	 	4.3175246830	 
	June 17, 2014
	 	 	4.2106877076	 
	December 17, 2014
	 	 	4.1038507323	 
	June 17, 2015
	 	 	3.9970138038	 
	December 17, 2015
	 	 	3.8901768752	 
	June 17, 2016
	 	 	4.0738614478	 
	December 17, 2016
	 	 	3.9557784849	 
	June 17, 2017
	 	 	3.8376955688	 
	December 17, 2017
	 	 	3.7196126059	 
	June 17, 2018
	 	 	3.6015296898	 
	December 17, 2018
	 	 	3.4834467269	 
	June 17, 2019
	 	 	3.3653638108	 
	December 17, 2019
	 	 	27.8610137102	 






Series B Equipment Notes

Boeing 737-732

N306DQ




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	9.75937508	%
	December 17, 2010
	 	 	9.49223140	 
	June 17, 2011
	 	 	21.15350204	 
	December 17, 2011
	 	 	24.41779863	 
	June 17, 2012
	 	 	0.57984238	 
	December 17, 2012
	 	 	0.57984216	 
	June 17, 2013
	 	 	0.57984216	 
	December 17, 2013
	 	 	0.57984216	 
	June 17, 2014
	 	 	0.57984216	 
	December 17, 2014
	 	 	0.57984216	 
	June 17, 2015
	 	 	0.57984216	 
	December 17, 2015
	 	 	0.57984216	 
	June 17, 2016
	 	 	0.57984238	 
	December 17, 2016
	 	 	29.95851297	 






Note Purchase Agreement

2009-1 EETC





Sch. III-2









 








Series A Equipment Notes

Boeing 737-732

N307DQ




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	3.3400749906	%
	December 17, 2010
	 	 	1.5182187500	 
	June 17, 2011
	 	 	2.3851028256	 
	December 17, 2011
	 	 	4.7449020865	 
	June 17, 2012
	 	 	4.6380644648	 
	December 17, 2012
	 	 	4.5312268432	 
	June 17, 2013
	 	 	4.4243892683	 
	December 17, 2013
	 	 	4.3175515999	 
	June 17, 2014
	 	 	4.2107140251	 
	December 17, 2014
	 	 	4.1038764034	 
	June 17, 2015
	 	 	3.9970387818	 
	December 17, 2015
	 	 	3.8902011602	 
	June 17, 2016
	 	 	4.0738868825	 
	December 17, 2016
	 	 	3.9558032373	 
	June 17, 2017
	 	 	3.8377194985	 
	December 17, 2017
	 	 	3.7196358533	 
	June 17, 2018
	 	 	3.6015522081	 
	December 17, 2018
	 	 	3.4834685161	 
	June 17, 2019
	 	 	3.3653847773	 
	December 17, 2019
	 	 	27.8611878275	 






Series B Equipment Notes

Boeing 737-732

N307DQ




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	9.75705124	%
	December 17, 2010
	 	 	9.49247577	 
	June 17, 2011
	 	 	21.15404674	 
	December 17, 2011
	 	 	24.41842753	 
	June 17, 2012
	 	 	0.57985720	 
	December 17, 2012
	 	 	0.57985720	 
	June 17, 2013
	 	 	0.57985699	 
	December 17, 2013
	 	 	0.57985720	 
	June 17, 2014
	 	 	0.57985699	 
	December 17, 2014
	 	 	0.57985720	 
	June 17, 2015
	 	 	0.57985720	 
	December 17, 2015
	 	 	0.57985699	 
	June 17, 2016
	 	 	0.57985720	 
	December 17, 2016
	 	 	29.95928452	 






Note Purchase Agreement

2009-1 EETC






Sch. III-3









 








Series A Equipment Notes

Boeing 737-832

N376DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9533518186	%
	December 17, 2011
	 	 	6.8539130648	 
	June 17, 2012
	 	 	6.6203284130	 
	December 17, 2012
	 	 	6.3946354591	 
	June 17, 2013
	 	 	6.1689424237	 
	December 17, 2013
	 	 	5.9432494699	 
	June 17, 2014
	 	 	6.2441733812	 
	December 17, 2014
	 	 	5.9432494699	 
	June 17, 2015
	 	 	5.5005438754	 
	December 17, 2015
	 	 	5.2111938509	 
	June 17, 2016
	 	 	4.9218438265	 
	December 17, 2016
	 	 	4.6324938835	 
	June 17, 2017
	 	 	4.3431437775	 
	December 17, 2017
	 	 	4.0537937531	 
	June 17, 2018
	 	 	3.7644438101	 
	December 17, 2018
	 	 	3.4750937041	 
	June 17, 2019
	 	 	3.1503961018	 
	December 17, 2019
	 	 	10.8252099168	 






Series B Equipment Notes

Boeing 737-832

N376DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.10586069	%
	December 17, 2011
	 	 	3.65027462	 
	June 17, 2012
	 	 	3.56505404	 
	December 17, 2012
	 	 	3.47983347	 
	June 17, 2013
	 	 	3.39461329	 
	December 17, 2013
	 	 	3.30939271	 
	June 17, 2014
	 	 	3.77810528	 
	December 17, 2014
	 	 	3.66447758	 
	June 17, 2015
	 	 	4.24681745	 
	December 17, 2015
	 	 	4.07637670	 
	June 17, 2016
	 	 	3.90593555	 
	December 17, 2016
	 	 	42.82325861	 






Note Purchase Agreement

2009-1 EETC






Sch. III-4









 








Series A Equipment Notes

Boeing 737-832

N378DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9088395608	%
	December 17, 2011
	 	 	6.8007355241	 
	June 17, 2012
	 	 	6.5789414646	 
	December 17, 2012
	 	 	6.3584183585	 
	June 17, 2013
	 	 	6.1378951734	 
	December 17, 2013
	 	 	5.9173719093	 
	June 17, 2014
	 	 	5.6968488032	 
	December 17, 2014
	 	 	5.9541258393	 
	June 17, 2015
	 	 	5.5159067067	 
	December 17, 2015
	 	 	5.2331846117	 
	June 17, 2016
	 	 	4.9504626748	 
	December 17, 2016
	 	 	4.6677405798	 
	June 17, 2017
	 	 	4.3850186429	 
	December 17, 2017
	 	 	4.1022965479	 
	June 17, 2018
	 	 	3.8195745320	 
	December 17, 2018
	 	 	3.5368525160	 
	June 17, 2019
	 	 	3.2541305000	 
	December 17, 2019
	 	 	11.1816560550	 






Series B Equipment Notes

Boeing 737-832

N378DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.06625087	%
	December 17, 2011
	 	 	3.60812059	 
	June 17, 2012
	 	 	3.52485653	 
	December 17, 2012
	 	 	3.44159170	 
	June 17, 2013
	 	 	3.35832765	 
	December 17, 2013
	 	 	3.27506359	 
	June 17, 2014
	 	 	3.19179876	 
	December 17, 2014
	 	 	3.63587553	 
	June 17, 2015
	 	 	4.23260295	 
	December 17, 2015
	 	 	4.06607445	 
	June 17, 2016
	 	 	3.89954595	 
	December 17, 2016
	 	 	43.69989143	 






Note Purchase Agreement

2009-1 EETC





Sch. III-5









 








Series A Equipment Notes

Boeing 737-832

N380DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8573117856	%
	December 17, 2011
	 	 	6.7582171857	 
	June 17, 2012
	 	 	6.5394628301	 
	December 17, 2012
	 	 	6.3238762318	 
	June 17, 2013
	 	 	6.1082894758	 
	December 17, 2013
	 	 	5.8927028774	 
	June 17, 2014
	 	 	5.6771161214	 
	December 17, 2014
	 	 	5.4615294442	 
	June 17, 2015
	 	 	5.5306276705	 
	December 17, 2015
	 	 	5.2542346078	 
	June 17, 2016
	 	 	4.9778413086	 
	December 17, 2016
	 	 	4.7014481671	 
	June 17, 2017
	 	 	4.4250550256	 
	December 17, 2017
	 	 	4.1486617264	 
	June 17, 2018
	 	 	3.8722686638	 
	December 17, 2018
	 	 	3.5958753646	 
	June 17, 2019
	 	 	3.3194822231	 
	December 17, 2019
	 	 	11.5559992905	 






Series B Equipment Notes

Boeing 737-832

N380DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.01489667	%
	December 17, 2011
	 	 	3.56846169	 
	June 17, 2012
	 	 	3.48705186	 
	December 17, 2012
	 	 	3.40564241	 
	June 17, 2013
	 	 	3.32423259	 
	December 17, 2013
	 	 	3.24282237	 
	June 17, 2014
	 	 	3.16141293	 
	December 17, 2014
	 	 	3.08000348	 
	June 17, 2015
	 	 	4.21973994	 
	December 17, 2015
	 	 	4.05692028	 
	June 17, 2016
	 	 	3.89410101	 
	December 17, 2016
	 	 	44.54471478	 






Note Purchase Agreement

2009-1 EETC





Sch. III-6









 








Series A Equipment Notes

Boeing 737-832

N382DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8592866300	%
	December 17, 2011
	 	 	6.7565284669	 
	June 17, 2012
	 	 	6.5394414448	 
	December 17, 2012
	 	 	6.3238555162	 
	June 17, 2013
	 	 	6.1082695121	 
	December 17, 2013
	 	 	5.8926835080	 
	June 17, 2014
	 	 	5.6770975040	 
	December 17, 2014
	 	 	5.4615115753	 
	June 17, 2015
	 	 	5.5306096071	 
	December 17, 2015
	 	 	5.2542174044	 
	June 17, 2016
	 	 	4.9778250509	 
	December 17, 2016
	 	 	4.7014327728	 
	June 17, 2017
	 	 	4.4250404947	 
	December 17, 2017
	 	 	4.1486481412	 
	June 17, 2018
	 	 	3.8722559385	 
	December 17, 2018
	 	 	3.5958636604	 
	June 17, 2019
	 	 	3.3194713068	 
	December 17, 2019
	 	 	11.5559614660	 






Series B Equipment Notes

Boeing 737-832

N382DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.03486825	%
	December 17, 2011
	 	 	3.56757069	 
	June 17, 2012
	 	 	3.48618135	 
	December 17, 2012
	 	 	3.40479201	 
	June 17, 2013
	 	 	3.32340229	 
	December 17, 2013
	 	 	3.24201295	 
	June 17, 2014
	 	 	3.16062361	 
	December 17, 2014
	 	 	3.07923427	 
	June 17, 2015
	 	 	4.21868616	 
	December 17, 2015
	 	 	4.05590748	 
	June 17, 2016
	 	 	3.89312842	 
	December 17, 2016
	 	 	44.53359252	 






Note Purchase Agreement

2009-1 EETC






Sch. III-7









 








Series A Equipment Notes

Boeing 737-832

N384DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8536218816	%
	December 17, 2011
	 	 	6.7619660355	 
	June 17, 2012
	 	 	6.5394584460	 
	December 17, 2012
	 	 	6.3238719567	 
	June 17, 2013
	 	 	6.1082853922	 
	December 17, 2013
	 	 	5.8926988278	 
	June 17, 2014
	 	 	5.6771122633	 
	December 17, 2014
	 	 	5.4615257740	 
	June 17, 2015
	 	 	5.5306239856	 
	December 17, 2015
	 	 	5.2542310640	 
	June 17, 2016
	 	 	4.9778379922	 
	December 17, 2016
	 	 	4.7014449955	 
	June 17, 2017
	 	 	4.4250519988	 
	December 17, 2017
	 	 	4.1486589270	 
	June 17, 2018
	 	 	3.8722660054	 
	December 17, 2018
	 	 	3.5958730087	 
	June 17, 2019
	 	 	3.3194799369	 
	December 17, 2019
	 	 	11.5559915089	 






Series B Equipment Notes

Boeing 737-832

N384DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.01765548	%
	December 17, 2011
	 	 	3.56833862	 
	June 17, 2012
	 	 	3.48693176	 
	December 17, 2012
	 	 	3.40552490	 
	June 17, 2013
	 	 	3.32411767	 
	December 17, 2013
	 	 	3.24271081	 
	June 17, 2014
	 	 	3.16130395	 
	December 17, 2014
	 	 	3.07989709	 
	June 17, 2015
	 	 	4.21959425	 
	December 17, 2015
	 	 	4.05678052	 
	June 17, 2016
	 	 	3.89396643	 
	December 17, 2016
	 	 	44.54317853	 






Note Purchase Agreement

2009-1 EETC





Sch. III-8









 








Series A Equipment Notes

Boeing 737-832

N386DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8536585366	%
	December 17, 2011
	 	 	6.7615590994	 
	June 17, 2012
	 	 	6.5394862289	 
	December 17, 2012
	 	 	6.3238986867	 
	June 17, 2013
	 	 	6.1083112946	 
	December 17, 2013
	 	 	5.8927237523	 
	June 17, 2014
	 	 	5.6771363602	 
	December 17, 2014
	 	 	5.4615488931	 
	June 17, 2015
	 	 	5.5306475047	 
	December 17, 2015
	 	 	5.2542532083	 
	June 17, 2016
	 	 	4.9778591370	 
	December 17, 2016
	 	 	4.7014649156	 
	June 17, 2017
	 	 	4.4250706942	 
	December 17, 2017
	 	 	4.1486766229	 
	June 17, 2018
	 	 	3.8722823265	 
	December 17, 2018
	 	 	3.5958882552	 
	June 17, 2019
	 	 	3.3194940338	 
	December 17, 2019
	 	 	11.5560404503	 






Series B Equipment Notes

Boeing 737-832

N386DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.03313333	%
	December 17, 2011
	 	 	3.56764825	 
	June 17, 2012
	 	 	3.48625709	 
	December 17, 2012
	 	 	3.40486556	 
	June 17, 2013
	 	 	3.32347440	 
	December 17, 2013
	 	 	3.24208361	 
	June 17, 2014
	 	 	3.16069208	 
	December 17, 2014
	 	 	3.07930055	 
	June 17, 2015
	 	 	4.21877790	 
	December 17, 2015
	 	 	4.05599558	 
	June 17, 2016
	 	 	3.89321289	 
	December 17, 2016
	 	 	44.53455875	 






Note Purchase Agreement

2009-1 EETC





Sch. III-9









 








Series A Equipment Notes

Boeing 737-832

N388DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8579300974	%
	December 17, 2011
	 	 	6.7621362573	 
	June 17, 2012
	 	 	6.5391233487	 
	December 17, 2012
	 	 	6.3235478221	 
	June 17, 2013
	 	 	6.1079722956	 
	December 17, 2013
	 	 	5.8923968446	 
	June 17, 2014
	 	 	5.6768213935	 
	December 17, 2014
	 	 	5.4612457915	 
	June 17, 2015
	 	 	5.5303406054	 
	December 17, 2015
	 	 	5.2539617272	 
	June 17, 2016
	 	 	4.9775828489	 
	December 17, 2016
	 	 	4.7012040462	 
	June 17, 2017
	 	 	4.4248252435	 
	December 17, 2017
	 	 	4.1484463652	 
	June 17, 2018
	 	 	3.8720674870	 
	December 17, 2018
	 	 	3.5956887597	 
	June 17, 2019
	 	 	3.3193098060	 
	December 17, 2019
	 	 	11.5553992602	 






Series B Equipment Notes

Boeing 737-832

N388DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.03439089	%
	December 17, 2011
	 	 	3.56759207	 
	June 17, 2012
	 	 	3.48620230	 
	December 17, 2012
	 	 	3.40481215	 
	June 17, 2013
	 	 	3.32342238	 
	December 17, 2013
	 	 	3.24203223	 
	June 17, 2014
	 	 	3.16064246	 
	December 17, 2014
	 	 	3.07925232	 
	June 17, 2015
	 	 	4.21871137	 
	December 17, 2015
	 	 	4.05593183	 
	June 17, 2016
	 	 	3.89315191	 
	December 17, 2016
	 	 	44.53385810	 






Note Purchase Agreement

2009-1 EETC





Sch. III-10









 








Series A Equipment Notes

Boeing 737-832

N390DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8124365850	%
	December 17, 2011
	 	 	6.7188380200	 
	June 17, 2012
	 	 	6.5012913466	 
	December 17, 2012
	 	 	6.2904386868	 
	June 17, 2013
	 	 	6.0795859545	 
	December 17, 2013
	 	 	5.8687332947	 
	June 17, 2014
	 	 	5.6578806349	 
	December 17, 2014
	 	 	5.4470279026	 
	June 17, 2015
	 	 	5.0874969561	 
	December 17, 2015
	 	 	5.2740205827	 
	June 17, 2016
	 	 	5.0036966227	 
	December 17, 2016
	 	 	4.7333725902	 
	June 17, 2017
	 	 	4.4630487027	 
	December 17, 2017
	 	 	4.1927246702	 
	June 17, 2018
	 	 	3.9224007102	 
	December 17, 2018
	 	 	3.6520768227	 
	June 17, 2019
	 	 	3.3817527903	 
	December 17, 2019
	 	 	11.9131771271	 






Series B Equipment Notes

Boeing 737-832

N390DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.98762611	%
	December 17, 2011
	 	 	3.52956741	 
	June 17, 2012
	 	 	3.44995304	 
	December 17, 2012
	 	 	3.37033867	 
	June 17, 2013
	 	 	3.29072465	 
	December 17, 2013
	 	 	3.21111028	 
	June 17, 2014
	 	 	3.13149591	 
	December 17, 2014
	 	 	3.05188154	 
	June 17, 2015
	 	 	3.70206510	 
	December 17, 2015
	 	 	4.04706012	 
	June 17, 2016
	 	 	3.88783209	 
	December 17, 2016
	 	 	45.34034507	 






Note Purchase Agreement

2009-1 EETC





Sch. III-11









 








Series A Equipment Notes

Boeing 737-832

N392DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8098983453	%
	December 17, 2011
	 	 	6.7176801959	 
	June 17, 2012
	 	 	6.5015660755	 
	December 17, 2012
	 	 	6.2907044594	 
	June 17, 2013
	 	 	6.0798428434	 
	December 17, 2013
	 	 	5.8689813015	 
	June 17, 2014
	 	 	5.6581196854	 
	December 17, 2014
	 	 	5.4472580693	 
	June 17, 2015
	 	 	5.0877119537	 
	December 17, 2015
	 	 	5.2742434518	 
	June 17, 2016
	 	 	5.0039080656	 
	December 17, 2016
	 	 	4.7335726052	 
	June 17, 2017
	 	 	4.4632372932	 
	December 17, 2017
	 	 	4.1929018328	 
	June 17, 2018
	 	 	3.9225664465	 
	December 17, 2018
	 	 	3.6522311345	 
	June 17, 2019
	 	 	3.3818956741	 
	December 17, 2019
	 	 	11.9136805669	 






Series B Equipment Notes

Boeing 737-832

N392DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.99577786	%
	December 17, 2011
	 	 	3.52920757	 
	June 17, 2012
	 	 	3.44960160	 
	December 17, 2012
	 	 	3.36999563	 
	June 17, 2013
	 	 	3.29038929	 
	December 17, 2013
	 	 	3.21078296	 
	June 17, 2014
	 	 	3.13117698	 
	December 17, 2014
	 	 	3.05157065	 
	June 17, 2015
	 	 	3.70168791	 
	December 17, 2015
	 	 	4.04664785	 
	June 17, 2016
	 	 	3.88743591	 
	December 17, 2016
	 	 	45.33572578	 






Note Purchase Agreement

2009-1 EETC





Sch. III-12









 








Series A Equipment Notes

Boeing 737-832

N394DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8142857143	%
	December 17, 2011
	 	 	6.7151428571	 
	June 17, 2012
	 	 	6.5014285714	 
	December 17, 2012
	 	 	6.2905714286	 
	June 17, 2013
	 	 	6.0797142857	 
	December 17, 2013
	 	 	5.8688571429	 
	June 17, 2014
	 	 	5.6580000000	 
	December 17, 2014
	 	 	5.4471428571	 
	June 17, 2015
	 	 	5.0876044286	 
	December 17, 2015
	 	 	5.2741318571	 
	June 17, 2016
	 	 	5.0038021429	 
	December 17, 2016
	 	 	4.7334725714	 
	June 17, 2017
	 	 	4.4631428571	 
	December 17, 2017
	 	 	4.1928131429	 
	June 17, 2018
	 	 	3.9224835714	 
	December 17, 2018
	 	 	3.6521538571	 
	June 17, 2019
	 	 	3.3818241429	 
	December 17, 2019
	 	 	11.9134285714	 






Series B Equipment Notes

Boeing 737-832

N394DA




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.98165919	%
	December 17, 2011
	 	 	3.52983065	 
	June 17, 2012
	 	 	3.45021038	 
	December 17, 2012
	 	 	3.37059011	 
	June 17, 2013
	 	 	3.29096985	 
	December 17, 2013
	 	 	3.21134993	 
	June 17, 2014
	 	 	3.13172931	 
	December 17, 2014
	 	 	3.05210905	 
	June 17, 2015
	 	 	3.70234116	 
	December 17, 2015
	 	 	4.04736220	 
	June 17, 2016
	 	 	3.88812167	 
	December 17, 2016
	 	 	45.34372651	 






Note Purchase Agreement

2009-1 EETC





Sch. III-13









 








Series A Equipment Notes

Boeing 757-232

N696DL




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9609351789	%
	December 17, 2011
	 	 	6.8460438893	 
	June 17, 2012
	 	 	6.6203501495	 
	December 17, 2012
	 	 	6.3946564098	 
	June 17, 2013
	 	 	6.1689626700	 
	December 17, 2013
	 	 	5.9432689303	 
	June 17, 2014
	 	 	6.2441938844	 
	December 17, 2014
	 	 	5.9432689303	 
	June 17, 2015
	 	 	5.5005618790	 
	December 17, 2015
	 	 	5.2112109578	 
	June 17, 2016
	 	 	4.9218599402	 
	December 17, 2016
	 	 	4.6325090190	 
	June 17, 2017
	 	 	4.3431580978	 
	December 17, 2017
	 	 	4.0538070802	 
	June 17, 2018
	 	 	3.7644560625	 
	December 17, 2018
	 	 	3.4751051413	 
	June 17, 2019
	 	 	3.1504063856	 
	December 17, 2019
	 	 	10.8252453940	 






Series B Equipment Notes

Boeing 757-232

N696DL




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.10738210	%
	December 17, 2011
	 	 	3.65020502	 
	June 17, 2012
	 	 	3.56498627	 
	December 17, 2012
	 	 	3.47976705	 
	June 17, 2013
	 	 	3.39454877	 
	December 17, 2013
	 	 	3.30932955	 
	June 17, 2014
	 	 	3.77803314	 
	December 17, 2014
	 	 	3.66440814	 
	June 17, 2015
	 	 	4.24673674	 
	December 17, 2015
	 	 	4.07629877	 
	June 17, 2016
	 	 	3.90586127	 
	December 17, 2016
	 	 	42.82244318	 






Note Purchase Agreement

2009-1 EETC





Sch. III-14









 








Series A Equipment Notes

Boeing 757-232

N698DL




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9162321345	%
	December 17, 2011
	 	 	6.7990223495	 
	June 17, 2012
	 	 	6.5785133815	 
	December 17, 2012
	 	 	6.3580046953	 
	June 17, 2013
	 	 	6.1374957273	 
	December 17, 2013
	 	 	5.9169869471	 
	June 17, 2014
	 	 	5.6964781670	 
	December 17, 2014
	 	 	5.9537384731	 
	June 17, 2015
	 	 	5.5155477510	 
	December 17, 2015
	 	 	5.2328442107	 
	June 17, 2016
	 	 	4.9501405766	 
	December 17, 2016
	 	 	4.6674368485	 
	June 17, 2017
	 	 	4.3847333083	 
	December 17, 2017
	 	 	4.1020296741	 
	June 17, 2018
	 	 	3.8193260400	 
	December 17, 2018
	 	 	3.5366224059	 
	June 17, 2019
	 	 	3.2539187717	 
	December 17, 2019
	 	 	11.1809285379	 






Series B Equipment Notes

Boeing 757-232

N698DL




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.08966313	%
	December 17, 2011
	 	 	3.60706406	 
	June 17, 2012
	 	 	3.52382396	 
	December 17, 2012
	 	 	3.44058387	 
	June 17, 2013
	 	 	3.35734378	 
	December 17, 2013
	 	 	3.27410415	 
	June 17, 2014
	 	 	3.19086406	 
	December 17, 2014
	 	 	3.63481060	 
	June 17, 2015
	 	 	4.23136313	 
	December 17, 2015
	 	 	4.06488341	 
	June 17, 2016
	 	 	3.89840369	 
	December 17, 2016
	 	 	43.68709217	 






Note Purchase Agreement

2009-1 EETC





Sch. III-15









 








Series A Equipment Notes

Boeing 757-232

N6700




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8605703327	%
	December 17, 2011
	 	 	6.7550430684	 
	June 17, 2012
	 	 	6.5394565619	 
	December 17, 2012
	 	 	6.3238700555	 
	June 17, 2013
	 	 	6.1082836414	 
	December 17, 2013
	 	 	5.8926971349	 
	June 17, 2014
	 	 	5.6771106285	 
	December 17, 2014
	 	 	5.4615241220	 
	June 17, 2015
	 	 	5.5306224584	 
	December 17, 2015
	 	 	5.2542294824	 
	June 17, 2016
	 	 	4.9778365065	 
	December 17, 2016
	 	 	4.7014436229	 
	June 17, 2017
	 	 	4.4250507394	 
	December 17, 2017
	 	 	4.1486577634	 
	June 17, 2018
	 	 	3.8722647874	 
	December 17, 2018
	 	 	3.5958719963	 
	June 17, 2019
	 	 	3.3194790203	 
	December 17, 2019
	 	 	11.5559880776	 






Series B Equipment Notes

Boeing 757-232

N6700




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.04798821	%
	December 17, 2011
	 	 	3.56698549	 
	June 17, 2012
	 	 	3.48560952	 
	December 17, 2012
	 	 	3.40423311	 
	June 17, 2013
	 	 	3.32285714	 
	December 17, 2013
	 	 	3.24148118	 
	June 17, 2014
	 	 	3.16010476	 
	December 17, 2014
	 	 	3.07872880	 
	June 17, 2015
	 	 	4.21799410	 
	December 17, 2015
	 	 	4.05524218	 
	June 17, 2016
	 	 	3.89248980	 
	December 17, 2016
	 	 	44.52628571	 






Note Purchase Agreement

2009-1 EETC





Sch. III-16









 








Series A Equipment Notes

Boeing 757-232

N6702




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8680469156	%
	December 17, 2011
	 	 	6.7545065961	 
	June 17, 2012
	 	 	6.5389371981	 
	December 17, 2012
	 	 	6.3233678001	 
	June 17, 2013
	 	 	6.1077984950	 
	December 17, 2013
	 	 	5.8922290970	 
	June 17, 2014
	 	 	5.6766597919	 
	December 17, 2014
	 	 	5.4610903939	 
	June 17, 2015
	 	 	5.5301832033	 
	December 17, 2015
	 	 	5.2538121516	 
	June 17, 2016
	 	 	4.9774411929	 
	December 17, 2016
	 	 	4.7010702341	 
	June 17, 2017
	 	 	4.4246992754	 
	December 17, 2017
	 	 	4.1483283166	 
	June 17, 2018
	 	 	3.8719572650	 
	December 17, 2018
	 	 	3.5955863991	 
	June 17, 2019
	 	 	3.3192153475	 
	December 17, 2019
	 	 	11.5550703270	 






Series B Equipment Notes

Boeing 757-232

N6702




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.03290971	%
	December 17, 2011
	 	 	3.56765846	 
	June 17, 2012
	 	 	3.48626676	 
	December 17, 2012
	 	 	3.40487506	 
	June 17, 2013
	 	 	3.32348381	 
	December 17, 2013
	 	 	3.24209257	 
	June 17, 2014
	 	 	3.16070087	 
	December 17, 2014
	 	 	3.07930917	 
	June 17, 2015
	 	 	4.21878979	 
	December 17, 2015
	 	 	4.05600684	 
	June 17, 2016
	 	 	3.89322389	 
	December 17, 2016
	 	 	44.53468308	 






Note Purchase Agreement

2009-1 EETC





Sch. III-17









 








Series A Equipment Notes

Boeing 757-232

N6704Z




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8163651558	%
	December 17, 2011
	 	 	6.7123410846	 
	June 17, 2012
	 	 	6.5014822418	 
	December 17, 2012
	 	 	6.2906233990	 
	June 17, 2013
	 	 	6.0797644654	 
	December 17, 2013
	 	 	5.8689056227	 
	June 17, 2014
	 	 	5.6580467799	 
	December 17, 2014
	 	 	5.4471878463	 
	June 17, 2015
	 	 	5.0876463802	 
	December 17, 2015
	 	 	5.2741754019	 
	June 17, 2016
	 	 	5.0038434917	 
	December 17, 2016
	 	 	4.7335116723	 
	June 17, 2017
	 	 	4.4631796712	 
	December 17, 2017
	 	 	4.1928478518	 
	June 17, 2018
	 	 	3.9225158507	 
	December 17, 2018
	 	 	3.6521840312	 
	June 17, 2019
	 	 	3.3818521210	 
	December 17, 2019
	 	 	11.9135269325	 






Series B Equipment Notes

Boeing 757-232

N6704Z




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.99203745	%
	December 17, 2011
	 	 	3.52937272	 
	June 17, 2012
	 	 	3.44976282	 
	December 17, 2012
	 	 	3.37015292	 
	June 17, 2013
	 	 	3.29054347	 
	December 17, 2013
	 	 	3.21093313	 
	June 17, 2014
	 	 	3.13132323	 
	December 17, 2014
	 	 	3.05171333	 
	June 17, 2015
	 	 	3.70186090	 
	December 17, 2015
	 	 	4.04683727	 
	June 17, 2016
	 	 	3.88761748	 
	December 17, 2016
	 	 	45.33784530	 






Note Purchase Agreement

2009-1 EETC





Sch. III-18









 








Series A Equipment Notes

Boeing 757-232

N6706Q




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8142866739	%
	December 17, 2011
	 	 	6.7124892883	 
	June 17, 2012
	 	 	6.5016257262	 
	December 17, 2012
	 	 	6.2907621641	 
	June 17, 2013
	 	 	6.0798986928	 
	December 17, 2013
	 	 	5.8690351307	 
	June 17, 2014
	 	 	5.6581715686	 
	December 17, 2014
	 	 	5.4473080065	 
	June 17, 2015
	 	 	5.0877587146	 
	December 17, 2015
	 	 	5.2742918482	 
	June 17, 2016
	 	 	5.0039538853	 
	December 17, 2016
	 	 	4.7336161038	 
	June 17, 2017
	 	 	4.4632782317	 
	December 17, 2017
	 	 	4.1929402687	 
	June 17, 2018
	 	 	3.9226024873	 
	December 17, 2018
	 	 	3.6522646151	 
	June 17, 2019
	 	 	3.3819267429	 
	December 17, 2019
	 	 	11.9137898511	 






Series B Equipment Notes

Boeing 757-232

N6706Q




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.97507576	%
	December 17, 2011
	 	 	3.53012121	 
	June 17, 2012
	 	 	3.45049421	 
	December 17, 2012
	 	 	3.37086720	 
	June 17, 2013
	 	 	3.29124064	 
	December 17, 2013
	 	 	3.21161408	 
	June 17, 2014
	 	 	3.13198708	 
	December 17, 2014
	 	 	3.05236007	 
	June 17, 2015
	 	 	3.70264572	 
	December 17, 2015
	 	 	4.04769519	 
	June 17, 2016
	 	 	3.88844162	 
	December 17, 2016
	 	 	45.34745722	 






Note Purchase Agreement

2009-1 EETC





Sch. III-19









 








Series A Equipment Notes

Boeing 757-232

N6708D




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8172364859	%
	December 17, 2011
	 	 	6.7122789780	 
	June 17, 2012
	 	 	6.5014221425	 
	December 17, 2012
	 	 	6.2905652174	 
	June 17, 2013
	 	 	6.0797082026	 
	December 17, 2013
	 	 	5.8688512775	 
	June 17, 2014
	 	 	5.6579944420	 
	December 17, 2014
	 	 	5.4471374272	 
	June 17, 2015
	 	 	5.0875993725	 
	December 17, 2015
	 	 	5.2741265800	 
	June 17, 2016
	 	 	5.0037972210	 
	December 17, 2016
	 	 	4.7334678619	 
	June 17, 2017
	 	 	4.4631384133	 
	December 17, 2017
	 	 	4.1928089646	 
	June 17, 2018
	 	 	3.9224796952	 
	December 17, 2018
	 	 	3.6521501569	 
	June 17, 2019
	 	 	3.3818207978	 
	December 17, 2019
	 	 	11.9134167638	 






Series B Equipment Notes

Boeing 757-232

N6708D




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.00170436	%
	December 17, 2011
	 	 	3.52894633	 
	June 17, 2012
	 	 	3.44934624	 
	December 17, 2012
	 	 	3.36974571	 
	June 17, 2013
	 	 	3.29014562	 
	December 17, 2013
	 	 	3.21054509	 
	June 17, 2014
	 	 	3.13094501	 
	December 17, 2014
	 	 	3.05134448	 
	June 17, 2015
	 	 	3.70141355	 
	December 17, 2015
	 	 	4.04634844	 
	June 17, 2016
	 	 	3.88714782	 
	December 17, 2016
	 	 	45.33236736	 






Note Purchase Agreement

2009-1 EETC





Sch. III-20









 








Series A Equipment Notes

Boeing 757-232

N6710E




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.8180853022	%
	December 17, 2011
	 	 	6.7122185647	 
	June 17, 2012
	 	 	6.5013635077	 
	December 17, 2012
	 	 	6.2905084506	 
	June 17, 2013
	 	 	6.0796534820	 
	December 17, 2013
	 	 	5.8687984249	 
	June 17, 2014
	 	 	5.6579433678	 
	December 17, 2014
	 	 	5.4470883108	 
	June 17, 2015
	 	 	5.0875534908	 
	December 17, 2015
	 	 	5.2740791080	 
	June 17, 2016
	 	 	5.0037521458	 
	December 17, 2016
	 	 	4.7334251836	 
	June 17, 2017
	 	 	4.4630981329	 
	December 17, 2017
	 	 	4.1927712592	 
	June 17, 2018
	 	 	3.9224442970	 
	December 17, 2018
	 	 	3.6521172463	 
	June 17, 2019
	 	 	3.3817903725	 
	December 17, 2019
	 	 	11.9133093532	 






Series B Equipment Notes

Boeing 757-232

N6710E




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.97637185	%
	December 17, 2011
	 	 	3.53006386	 
	June 17, 2012
	 	 	3.45043831	 
	December 17, 2012
	 	 	3.37081321	 
	June 17, 2013
	 	 	3.29118723	 
	December 17, 2013
	 	 	3.21156169	 
	June 17, 2014
	 	 	3.13193658	 
	December 17, 2014
	 	 	3.05231060	 
	June 17, 2015
	 	 	3.70258601	 
	December 17, 2015
	 	 	4.04762945	 
	June 17, 2016
	 	 	3.88837880	 
	December 17, 2016
	 	 	45.34672242	 






Note Purchase Agreement

2009-1 EETC





Sch. III-21









 








Series A Equipment Notes

Boeing 757-232

N6712B




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.7699090909	%
	December 17, 2011
	 	 	6.6717655456	 
	June 17, 2012
	 	 	6.4654223156	 
	December 17, 2012
	 	 	6.2590789981	 
	June 17, 2013
	 	 	6.0527357681	 
	December 17, 2013
	 	 	5.8463925381	 
	June 17, 2014
	 	 	5.6400492205	 
	December 17, 2014
	 	 	5.4337059905	 
	June 17, 2015
	 	 	5.0778961289	 
	December 17, 2015
	 	 	4.8794890524	 
	June 17, 2016
	 	 	5.0289557716	 
	December 17, 2016
	 	 	4.7644130321	 
	June 17, 2017
	 	 	4.4998704677	 
	December 17, 2017
	 	 	4.2353278157	 
	June 17, 2018
	 	 	3.9707850762	 
	December 17, 2018
	 	 	3.7062425118	 
	June 17, 2019
	 	 	3.4416998599	 
	December 17, 2019
	 	 	12.2562608163	 






Series B Equipment Notes

Boeing 757-232

N6712B




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	19.94119475	%
	December 17, 2011
	 	 	3.49323904	 
	June 17, 2012
	 	 	3.41532287	 
	December 17, 2012
	 	 	3.33740671	 
	June 17, 2013
	 	 	3.25949097	 
	December 17, 2013
	 	 	3.18157438	 
	June 17, 2014
	 	 	3.10365864	 
	December 17, 2014
	 	 	3.02574248	 
	June 17, 2015
	 	 	3.68153611	 
	December 17, 2015
	 	 	3.56466208	 
	June 17, 2016
	 	 	3.88281943	 
	December 17, 2016
	 	 	46.11335254	 






Note Purchase Agreement

2009-1 EETC





Sch. III-22









 








Series A Equipment Notes

Boeing 767-332ER

N1602




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9617865847	%
	December 17, 2011
	 	 	6.8459819366	 
	June 17, 2012
	 	 	6.6202902244	 
	December 17, 2012
	 	 	6.3945985122	 
	June 17, 2013
	 	 	6.1689068000	 
	December 17, 2013
	 	 	5.9432150878	 
	June 17, 2014
	 	 	6.2441373708	 
	December 17, 2014
	 	 	5.9432150878	 
	June 17, 2015
	 	 	5.5005121139	 
	December 17, 2015
	 	 	5.2111637650	 
	June 17, 2016
	 	 	4.9218154160	 
	December 17, 2016
	 	 	4.6324670670	 
	June 17, 2017
	 	 	4.3431187180	 
	December 17, 2017
	 	 	4.0537703691	 
	June 17, 2018
	 	 	3.7644220201	 
	December 17, 2018
	 	 	3.4750736711	 
	June 17, 2019
	 	 	3.1503779022	 
	December 17, 2019
	 	 	10.8251473530	 






Series B Equipment Notes

Boeing 767-332ER

N1602




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.11280033	%
	December 17, 2011
	 	 	3.64995739	 
	June 17, 2012
	 	 	3.56474438	 
	December 17, 2012
	 	 	3.47953136	 
	June 17, 2013
	 	 	3.39431835	 
	December 17, 2013
	 	 	3.30910534	 
	June 17, 2014
	 	 	3.77777691	 
	December 17, 2014
	 	 	3.66415956	 
	June 17, 2015
	 	 	4.24644848	 
	December 17, 2015
	 	 	4.07602245	 
	June 17, 2016
	 	 	3.90559643	 
	December 17, 2016
	 	 	42.81953903	 






Note Purchase Agreement

2009-1 EETC






Sch. III-23









 








Series A Equipment Notes

Boeing 767-332ER

N1604R




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9092351634	%
	December 17, 2011
	 	 	6.7995279276	 
	June 17, 2012
	 	 	6.5790026976	 
	December 17, 2012
	 	 	6.3584774675	 
	June 17, 2013
	 	 	6.1379522374	 
	December 17, 2013
	 	 	5.9174270073	 
	June 17, 2014
	 	 	5.6969017772	 
	December 17, 2014
	 	 	5.9541812123	 
	June 17, 2015
	 	 	5.5159579987	 
	December 17, 2015
	 	 	5.2332333447	 
	June 17, 2016
	 	 	4.9505086908	 
	December 17, 2016
	 	 	4.6677840368	 
	June 17, 2017
	 	 	4.3850593829	 
	December 17, 2017
	 	 	4.1023347289	 
	June 17, 2018
	 	 	3.8196100749	 
	December 17, 2018
	 	 	3.5368854210	 
	June 17, 2019
	 	 	3.2541607670	 
	December 17, 2019
	 	 	11.1817600640	 






Series B Equipment Notes

Boeing 767-332ER

N1604R




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.07473374	%
	December 17, 2011
	 	 	3.60773771	 
	June 17, 2012
	 	 	3.52448223	 
	December 17, 2012
	 	 	3.44122674	 
	June 17, 2013
	 	 	3.35797126	 
	December 17, 2013
	 	 	3.27471577	 
	June 17, 2014
	 	 	3.19146028	 
	December 17, 2014
	 	 	3.63548954	 
	June 17, 2015
	 	 	4.23215386	 
	December 17, 2015
	 	 	4.06564288	 
	June 17, 2016
	 	 	3.89913191	 
	December 17, 2016
	 	 	43.69525407	 






Note Purchase Agreement

2009-1 EETC






Sch. III-24









 








Series A Equipment Notes

Boeing 767-332ER

N16065




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	5.9100590070	%
	December 17, 2011
	 	 	6.7994683921	 
	June 17, 2012
	 	 	6.5789450929	 
	December 17, 2012
	 	 	6.3584217937	 
	June 17, 2013
	 	 	6.1378984945	 
	December 17, 2013
	 	 	5.9173751953	 
	June 17, 2014
	 	 	5.6968518961	 
	December 17, 2014
	 	 	5.9541290785	 
	June 17, 2015
	 	 	5.5159097018	 
	December 17, 2015
	 	 	5.2331875234	 
	June 17, 2016
	 	 	4.9504653449	 
	December 17, 2016
	 	 	4.6677431665	 
	June 17, 2017
	 	 	4.3850209880	 
	December 17, 2017
	 	 	4.1022988095	 
	June 17, 2018
	 	 	3.8195766311	 
	December 17, 2018
	 	 	3.5368544526	 
	June 17, 2019
	 	 	3.2541322741	 
	December 17, 2019
	 	 	11.1816621583	 






Series B Equipment Notes

Boeing 767-332ER

N16065




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2011
	 	 	20.05832034	%
	December 17, 2011
	 	 	3.60847860	 
	June 17, 2012
	 	 	3.52520601	 
	December 17, 2012
	 	 	3.44193343	 
	June 17, 2013
	 	 	3.35866085	 
	December 17, 2013
	 	 	3.27538826	 
	June 17, 2014
	 	 	3.19211568	 
	December 17, 2014
	 	 	3.63623612	 
	June 17, 2015
	 	 	4.23302297	 
	December 17, 2015
	 	 	4.06647780	 
	June 17, 2016
	 	 	3.89993264	 
	December 17, 2016
	 	 	43.70422730	 






Note Purchase Agreement

2009-1 EETC





Sch. III-25









 








Series A Equipment Notes

Boeing 777-200LR

N705DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	3.3140668052	%
	December 17, 2010
	 	 	1.4951433050	 
	June 17, 2011
	 	 	2.3626955744	 
	December 17, 2011
	 	 	4.7253911615	 
	June 17, 2012
	 	 	4.6201773749	 
	December 17, 2012
	 	 	4.5149635883	 
	June 17, 2013
	 	 	4.4097497891	 
	December 17, 2013
	 	 	4.3045360151	 
	June 17, 2014
	 	 	4.1993222159	 
	December 17, 2014
	 	 	4.0941084419	 
	June 17, 2015
	 	 	3.9888946427	 
	December 17, 2015
	 	 	3.8836808562	 
	June 17, 2016
	 	 	4.0701123072	 
	December 17, 2016
	 	 	3.9538233931	 
	June 17, 2017
	 	 	3.8375344539	 
	December 17, 2017
	 	 	3.7212455398	 
	June 17, 2018
	 	 	3.6049566257	 
	December 17, 2018
	 	 	3.4886676865	 
	June 17, 2019
	 	 	3.3723787724	 
	December 17, 2019
	 	 	28.0385514511	 






Series B Equipment Notes

Boeing 777-200LR

N705DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	9.72948081	%
	December 17, 2010
	 	 	9.47544342	 
	June 17, 2011
	 	 	21.15054337	 
	December 17, 2011
	 	 	24.42887766	 
	June 17, 2012
	 	 	0.57106463	 
	December 17, 2012
	 	 	0.57106469	 
	June 17, 2013
	 	 	0.57106469	 
	December 17, 2013
	 	 	0.57106469	 
	June 17, 2014
	 	 	0.57106463	 
	December 17, 2014
	 	 	0.57106469	 
	June 17, 2015
	 	 	0.57106469	 
	December 17, 2015
	 	 	0.57106463	 
	June 17, 2016
	 	 	0.57106469	 
	December 17, 2016
	 	 	30.07607271	 






Note Purchase Agreement

2009-1 EETC





Sch. III-26









 








Series A Equipment Notes

Boeing 777-200LR

N706DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	3.3136407464	%
	December 17, 2010
	 	 	1.4951498936	 
	June 17, 2011
	 	 	2.3627059920	 
	December 17, 2011
	 	 	4.7254119839	 
	June 17, 2012
	 	 	4.6201977261	 
	December 17, 2012
	 	 	4.5149834809	 
	June 17, 2013
	 	 	4.4097692356	 
	December 17, 2013
	 	 	4.3045549778	 
	June 17, 2014
	 	 	4.1993407199	 
	December 17, 2014
	 	 	4.0941264747	 
	June 17, 2015
	 	 	3.9889122295	 
	December 17, 2015
	 	 	3.8836979716	 
	June 17, 2016
	 	 	4.0701302394	 
	December 17, 2016
	 	 	3.9538408144	 
	June 17, 2017
	 	 	3.8375513768	 
	December 17, 2017
	 	 	3.7212619266	 
	June 17, 2018
	 	 	3.6049725017	 
	December 17, 2018
	 	 	3.4886830641	 
	June 17, 2019
	 	 	3.3723936391	 
	December 17, 2019
	 	 	28.0386750060	 






Series B Equipment Notes

Boeing 777-200LR

N706DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	9.73135611	%
	December 17, 2010
	 	 	9.47524658	 
	June 17, 2011
	 	 	21.15010405	 
	December 17, 2011
	 	 	24.42837007	 
	June 17, 2012
	 	 	0.57105286	 
	December 17, 2012
	 	 	0.57105280	 
	June 17, 2013
	 	 	0.57105280	 
	December 17, 2013
	 	 	0.57105280	 
	June 17, 2014
	 	 	0.57105280	 
	December 17, 2014
	 	 	0.57105280	 
	June 17, 2015
	 	 	0.57105280	 
	December 17, 2015
	 	 	0.57105280	 
	June 17, 2016
	 	 	0.57105280	 
	December 17, 2016
	 	 	30.07544792	 






Note Purchase Agreement

2009-1 EETC





Sch. III-27









 








Series A Equipment Notes

Boeing 777-200LR

N707DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	3.3137626749	%
	December 17, 2010
	 	 	1.4951479928	 
	June 17, 2011
	 	 	2.3627030193	 
	December 17, 2011
	 	 	4.7254060134	 
	June 17, 2012
	 	 	4.6201919158	 
	December 17, 2012
	 	 	4.5149777803	 
	June 17, 2013
	 	 	4.4097636700	 
	December 17, 2013
	 	 	4.3045495472	 
	June 17, 2014
	 	 	4.1993354369	 
	December 17, 2014
	 	 	4.0941213140	 
	June 17, 2015
	 	 	3.9889071912	 
	December 17, 2015
	 	 	3.8836930809	 
	June 17, 2016
	 	 	4.0701251055	 
	December 17, 2016
	 	 	3.9538358211	 
	June 17, 2017
	 	 	3.8375465367	 
	December 17, 2017
	 	 	3.7212572523	 
	June 17, 2018
	 	 	3.6049679553	 
	December 17, 2018
	 	 	3.4886786583	 
	June 17, 2019
	 	 	3.3723893864	 
	December 17, 2019
	 	 	28.0386396478	 






Series B Equipment Notes

Boeing 777-200LR

N707DN




	 	 	 	 	 
	 	 	Percentage of Original	 
	 	 	Principal Amount to be	 
	Payment Date	 	Paid	 
	June 17, 2010
	 	 	9.73364992	%
	December 17, 2010
	 	 	9.47500583	 
	June 17, 2011
	 	 	21.14956656	 
	December 17, 2011
	 	 	24.42774939	 
	June 17, 2012
	 	 	0.57103828	 
	December 17, 2012
	 	 	0.57103828	 
	June 17, 2013
	 	 	0.57103833	 
	December 17, 2013
	 	 	0.57103828	 
	June 17, 2014
	 	 	0.57103828	 
	December 17, 2014
	 	 	0.57103833	 
	June 17, 2015
	 	 	0.57103828	 
	December 17, 2015
	 	 	0.57103833	 
	June 17, 2016
	 	 	0.57103828	 
	December 17, 2016
	 	 	30.07468364	 






Note Purchase Agreement

2009-1 EETC





Sch. III-28











 





Indenture for Each Aircraft




 Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of
Indenture and Security Agreement included as Exhibit C of the Note Purchase Agreement (as such form
may be amended, supplemented or otherwise modified from time to time in accordance with terms of
the Note Purchase Agreement, the “Indenture Form”)) (x) for Series A (computed on
the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears):
7.75% and (y) for Series B (computed on the basis of a 360-day year consisting of twelve
30-day months, payable semi-annually in arrears): 9.75%.



	 	 	 
	Past Due Rate:

	 	The lesser of (a) with
respect to (i) any payment
made to a Noteholder (as such term is defined in
the Indenture Form) under any Series of Equipment
Notes relating to such Aircraft, the Debt Rate
then applicable to such Series plus 1% and (ii)
any other payment made under any Operative
Document (as such term is defined in the
Indenture Form) to any other Person, the Debt
Rate (as such term is defined in clause (ii) of
the definition of “Debt Rate” in the Indenture
Form) plus 1% (computed on the basis of a year of
360 days comprised of twelve 30-day months) and
(b) the maximum rate permitted by applicable law.
	 
	 	 
	Payment Dates:

	 	June 17 and December 17 commencing with (a) in
the case of each Indenture with respect to a 2009
Aircraft, June 17, 2010 and (b) in the case of
each Indenture with respect to a 2000-1 Aircraft,
the first such date to occur after the issuance
of the Equipment Notes with respect to such
2000-1 Aircraft.
	 
	 	 
	Make-Whole Amount:

	 	As provided in Article II of the Indenture Form.
	 
	 	 
	Redemption:

	 	As provided in Article II of the Indenture Form.
	 
	 	 
	All-risk hull insurance:

	 	Not less than 110% of the unpaid principal amount
of the Equipment Notes relating to such Aircraft,
subject to the Company’s right to self-insure on
terms no more favorable to the Company in any
material respect than those set forth in Section
7.06 of the Indenture Form.






Participation Agreement for Each Aircraft



The applicable Loan Trustee, the Subordination Agent, the Liquidity Providers, the Pass Through
Trustees and the Escrow Agent shall be indemnified against Claims (as such term is defined in the
Participation Agreement Form referred to below) to the extent set forth in Section 4.02 of
the form of the Participation Agreement included as Exhibit B to the Note Purchase




Note Purchase Agreement

2009-1 EETC




Sch. III-29









 







Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with
terms of the Note Purchase Agreement, the “Participation Agreement Form”).




Prohibited Modifications





	1.	 	The parties may not modify in any material adverse respect the Granting Clause of the
Indenture Form so as to deprive the Noteholders or the Related Noteholders (as defined in the
Indenture Form) of a first priority security interest in and mortgage lien on the Aircraft (as
defined in the Indenture Form) or, to the extent assigned thereunder, the Warranty Rights (as
defined in the Indenture Form) or to eliminate any of the obligations intended to be secured
thereby, or otherwise modify in any material adverse respect as regards the interests of the
Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined
in the Indenture Form) the provisions of Article II or Article III, or
Sections 7.05(a) or 7.05(b) (insofar as such Sections relate to conditions to
“Airframe” and “Engine” replacements), or Sections 4.01, 4.02, 5.02, 9.02, 10.04,
10.11, 10.12 or 10.15 of the Indenture Form or the provisions of the
proviso to the second full sentence of Section 7.02(e) of the Indenture Form as
regards the rights of the Loan Trustee (as defined in the Indenture Form) thereunder or the
definition of “Make-Whole Amount” in Annex A to the Indenture Form.
	 
	2.	 	The parties may not modify in any material adverse respect as regards the interests of the
Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined
in the Participation Agreement Form) the provisions of Sections 3.01(d),
3.01(f)(i), 3.01(r), 4.01(g), 4.01(h), 6.01(e),
6.01(f), 6.02(b), 6.02(c), 6.02(f), 7.03, 7.08
or 7.12 of the Participation Agreement Form, or the first sentence of Section
6.02(c) of the Participation Agreement Form, or the provisions of Sections
3.01(g), (h) or (i) of the Participation Agreement Form so as to eliminate
the requirement to deliver to the Noteholders or the Loan Trustee (as defined in the
Participation Agreement Form), as the case may be, the legal opinions to be provided to such
Persons thereunder (recognizing that the lawyers rendering such opinions may be changed) or
otherwise modify the terms of the Participation Agreement Form to deprive the Pass Through
Trustees, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in
the Participation Agreement Form) of any indemnity, or right of reimbursement, for Claims in
its favor.
	 
	3.	 	Nothing in the two immediately preceding paragraphs shall prohibit any modification of the
Indenture Form or the Participation Agreement Form to give effect to (a) the
redemption of any Series B Equipment Notes (or any Additional Series Equipment Notes) and
issuance of new Equipment Notes with the same series designation as that of the redeemed
Equipment Notes or (b) the issuance of any Additional Series Equipment Notes or the
issuance of pass through certificates by any pass through trust that acquires any such new
Equipment Notes or Additional Series Equipment Notes, as applicable, or to provide for any
credit support for any pass through certificates relating to any such new Equipment Notes or
Additional Series Equipment Notes, as applicable, in each case, as provided in Section
4(a)(v) of the Note Purchase Agreement.





Note Purchase Agreement

2009-1 EETC





Sch. III-30









 








ANNEX A to

NOTE PURCHASE AGREEMENT




DEFINITIONS





     (a) Certain Rules of Construction. Unless the context otherwise requires, the
following rules of construction shall apply for all purposes of the Note Purchase Agreement
(including this Annex A).




          (i) Singular and Plural. The definitions stated in this Annex A apply
equally to both the singular and the plural forms of the terms defined.




          (ii) References to Parts. All references in the Note Purchase Agreement
to designated “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other
subdivisions are to the designated Section, Subsection, Schedule, Exhibit, Annex or
other subdivision of the Note Purchase Agreement, unless otherwise specifically
stated.




          (iii) Reference to the Whole. The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to the Note Purchase Agreement as
a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex or
other subdivision.




          (iv) Reference to Government. All references in the Note Purchase
Agreement to a “government” are to such government and any instrumentality or agency
thereof.




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




          (vi) Notice and Notify. Whenever the words “notice” or “notify” or
similar words are used herein, they mean the provision of formal notice as set forth
in Section 6 of the Note Purchase Agreement.




          (vii) Reference to Persons. All references in the Note Purchase
Agreement to a Person shall include successors and permitted assigns of such Person.




          (b) Definitions.



          “2000-1 Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




          “2009 Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




Annex A to

Note Purchase Agreement

2009-1 EETC





A-1









 








          “Additional Series Equipment Notes” means Equipment Notes of one (and not more than
one at any time) series issued under an Indenture and designated other than as “Series A” or
“Series B” issued thereunder, if any, in the principal amount and maturities and bearing interest
as specified in Schedule I to such Indenture amended at the time of original issuance of such
Additional Series Equipment Notes 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, with respect to any Additional Series
Pass Through Trust, the trustee under the Additional Series Pass Through Trust Agreement for such
Additional Series Pass Through Trust, in its capacity as pass through trustee thereunder.




          “Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




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




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




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




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




Annex A to

Note Purchase Agreement

2009-1 EETC





A-2









 








          “Certificates” has the meaning set forth in the third recital to the Note Purchase
Agreement.




          “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.




          “Class” means the class of Certificates issued by a Pass Through Trust.




          “Class A Certificates” means the 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” has the meaning set forth in the third recital to the
Note Purchase Agreement.




          “Class A Pass Through Trustee” has the meaning set forth in the fourth recital to the
Note Purchase Agreement.




          “Class B Certificates” means the 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” has the meaning set forth in the third recital to the
Note Purchase Agreement.




          “Class B Pass Through Trustee” has the meaning set forth in the fourth recital to the
Note Purchase Agreement.




          “Company” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




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




          “Cut-Off Date” means the earlier of:




Annex A to

Note Purchase Agreement

2009-1 EETC





A-3









 








          (a) the day after the Delivery Period Termination Date; and




          (b) the date on which a Triggering Event occurs.




          “Delivery Period Termination Date” means the earlier of:




          (a) December 31, 2010; and




          (b) the date on which Equipment Notes issued with respect to all of the Aircraft have
been purchased by the Pass Through Trustees in accordance with the Note Purchase Agreement.




          “Deposits” has the meaning set forth in the fifth recital to the Note Purchase
Agreement.




          “Deposit Agreements” has the meaning set forth in the fifth recital to the Note
Purchase Agreement, subject to Section 5(f) of the Note Purchase Agreement.




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




          “Depositary Threshold Rating” has the meaning set forth in Section 5(a) of the
Note Purchase Agreement.




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




          “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




          “Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the
Note Purchase Agreement.




          “Escrow and Paying Agent Agreements” has the meaning set forth in the fifth recital to
the Note Purchase Agreement.




          “Existing Financing” has the meaning set forth in the second recital to the Note
Purchase Agreement.




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




Annex A to

Note Purchase Agreement

2009-1 EETC





A-4









 








          “Financing Agreements” means, collectively, with respect to any Aircraft, the
Participation Agreement, the Indenture and the Equipment Notes issued under such Indenture, in each
case relating to such Aircraft.




          “Funding Date” has the meaning set forth in Section 1(b) of the Note Purchase
Agreement.




          “Funding Notice” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement.




          “Government Entity” means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal, authority, agency or
other instrumentality of any such government or otherwise exercising any executive, legislative,
judicial, administrative or regulatory functions of such government or (b) any other
government entity having jurisdiction over any matter contemplated by the Operative Agreements or
relating to the observance or performance of the obligations of any of the parties to the Operative
Agreements.




          “holder”, with respect to any Certificate, means the Person in whose name such
Certificate is registered in the Register.




          “Indenture” means with respect to an Aircraft, an indenture and security agreement
substantially in the form of the Indenture Form to which such Aircraft shall have been subjected,
as such agreement may be amended, supplemented or otherwise modified from time to time.




          “Indenture Form” has the meaning set forth on Schedule III to the Note Purchase
Agreement.




          “Initial Deposits” has the meaning set forth in the fifth recital to the Note Purchase
Agreement.




          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among the Pass Through Trustees, the Liquidity Providers and the 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 the Company, no
amendment, modification or supplement to, or substitution or replacement of, such Intercreditor
Agreement shall be effective unless consented to by the Company.




          “Issuance Date” means the date of the original issuance of the Certificates.




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




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




Annex A to

Note Purchase Agreement

2009-1 EETC





A-5









 








          “Loan Trustee” means, with respect to any Aircraft, the “Loan Trustee” as defined in
the Financing Agreements in respect of such Aircraft.




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




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




          “Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is
attached.




          “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3(a) of such Deposit Agreement.




          “Operative Agreements” means, collectively, each Pass Through Trust Agreement, the
Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each
Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each
Aircraft in respect of which Equipment Notes shall have been issued, the Financing Agreements.




          “Participation Agreement” means with respect to an Aircraft, a participation agreement
substantially in the form of the Participation Agreement Form relating to the financing of such
Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time.




          “Participation Agreement Form” has the meaning set forth on Schedule III to the Note
Purchase Agreement.




          “Pass Through Trust” has the meaning set forth in the third recital to the Note
Purchase Agreement.




          “Pass Through Trust Agreement” means each of the two separate Trust Supplements
referred to in the third recital to the Note Purchase Agreement, each dated as of the Issuance
Date, by and between the Company and the Pass Through Trustee, 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 the terms thereof.




          “Pass Through Trustee” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




          “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the
Note Purchase Agreement.




Annex A to

Note Purchase Agreement

2009-1 EETC





A-6









 








          “Person” means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability company, government
agency, committee, department, authority and other body, corporate or incorporate, whether having
distinct legal status or not, or any member of any of the same.




          “Rating Agencies” means, with respect to any Class of Certificates, collectively, at
any time, each nationally recognized rating agency which shall have been requested to rate such
Class of Certificates and which shall then be rating such Class of Certificates. The initial
Rating Agencies with respect to the Class A Certificates and the Class B Certificates will be
Moody’s and Standard & Poor’s.




          “Rating Agency Confirmation” means, in the case of any action or event that, pursuant
to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with
respect to any Class of Certificates in connection therewith, a written confirmation from each of
the Rating Agencies then rating such Class of Certificates to the effect that such action or event
would not result in (i) a reduction of the rating for such Class of Certificates by such
Rating Agency below the then current rating for such Class of Certificates issued by such Rating
Agency (before the downgrading of such rating, if any, as a result of the downgrading of the
Depositary below the applicable Depositary Threshold Rating, if applicable) or (ii) a
withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency.




          “Register” means the register maintained pursuant to Sections 3.04 and
7.12 of the Basic Pass Through Trust Agreement with respect to each Pass Through Trust.




          “Replacement Deposit Agreement” means, for each Class of Certificates, a deposit
agreement substantially in the form of the replaced Deposit Agreement for such Class of
Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect
to such Class of Certificates in connection with the replacement of the Depositary with the
Replacement Depositary party to such deposit agreement.




          “Replacement Depositary” has the meaning set forth in Section 5(a) of the Note
Purchase Agreement.




          “Required Terms” means the provisions set forth on Schedule III to the Note Purchase
Agreement.




          “Section 1110” means Section 1110 of the Bankruptcy Code or any successor or analogous
Section of the federal bankruptcy law in effect from time to time.




          “Series A Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series A” thereunder.




          “Series B Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series B” thereunder.




Annex A to

Note Purchase Agreement

2009-1 EETC





A-7









 








          “Short-Term Rating” means, for any entity, (a) in the case of Moody’s, the
short-term unsecured debt rating of such entity, and (b) in the case of Standard & Poor’s,
the short-term issuer credit rating of such entity.




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




          “Subordination Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Taxes” means all license, recording, documentary, registration and other similar fees
and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature
whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or
interest thereon or additions thereto.




          “Taxing Authority” means any federal, state or local government or other taxing
authority in the United States, any foreign government or any political subdivision or taxing
authority thereof, any international taxing authority or any territory or possession of the United
States or any taxing authority thereof.




          “Triggering Event” has the meaning assigned to such term in the Intercreditor
Agreement.




          “Trust Supplement” means an agreement supplemental to the Basic Pass Through Trust
Agreement pursuant to which (a) a separate trust is created for the benefit of the holders
of the pass through certificates of a class, (b) the issuance of the pass through
certificates of such class representing fractional undivided interests in such trust is authorized
and (c) the terms of the pass through certificates of such class are established.




          “Underwriters” has the meaning set forth in the fourth recital to the Note Purchase
Agreement.




          “Underwriting Agreement” has the meaning set forth in the fourth recital to the Note
Purchase Agreement.




          “United States” means the United States of America.




          “U.S. Bank” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




Annex A to

Note Purchase Agreement

2009-1 EETC






A-8









 








EXHIBIT A to

NOTE PURCHASE AGREEMENT




FORM OF FUNDING NOTICE




FUNDING NOTICE




Dated as of [                    ]




To each of the addressees listed




     in Schedule A hereto




	 	 	 	Re: Funding Notice in accordance with Note Purchase
Agreement referred to below




Ladies and Gentlemen:




          Reference is made to the Note Purchase Agreement, dated as of November 24, 2009, among Delta
Air Lines, Inc. (the “Company”), U.S Bank Trust National Association, as Pass Through
Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through
Trustee”), U.S. Bank Trust National Association, as Subordination Agent (the “Subordination
Agent”), U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), and U.S.
Bank Trust National Association, as Paying Agent (the “Paying Agent”) (as in effect from
time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the
extent not defined therein, the Intercreditor Agreement.




          Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby
notifies you, in respect of the aircraft described in Schedule B hereto (the “Aircraft”),
of the following:





	(1)	 	The Funding Date of the Aircraft shall be [_______];
	 
	(2)	 	The Equipment Notes to be issued in respect of the Aircraft are described in Schedule C
hereto, and the aggregate amount of each series of Equipment Notes to be issued, and purchased
by the respective Pass Through Trustees referred to below, on the Funding Date, in connection
with the financing of such Aircraft is as follows:






	 	(a)	 	the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the
amount of $[_______]; and
	 
	 	(b)	 	the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the
amount of $[_______].





Note Purchase Agreement

2009-1 EETC





 









 








          The Company hereby instructs the Class A Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [_______] and attach thereto a
Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the
applicable Escrow Agent.




          The Company hereby instructs the Class B Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [_______] and attach thereto a
Notice of Purchase Withdrawal dated such date
completed as set forth on Exhibit B hereto and (ii) deliver such Withdrawal
Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.




          The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes
of the related series and in an amount set forth opposite such Pass Through Trustee in clause (2)
above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable
Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the
excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes.




          The Company hereby instructs each Pass Through Trustee to (a) enter into the
Participation Agreement (N[___]) dated as of [_______] among the Company and U.S. Bank Trust
National Association, as Loan Trustee, Subordination Agent and each Pass Through Trustee,
substantially in the form previously provided, (b) perform its obligations thereunder and
(c) deliver such certificates, documents and legal opinions relating to such Pass Through
Trustee as are required thereby.




	 	 	 	 	 
	Yours faithfully,





Delta Air Lines, Inc.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Note Purchase Agreement

2009-1 EETC









 









 








Schedule A to

Funding Notice




U.S. Bank Trust National Association, as

     Pass Through Trustee




300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Reference: Delta Air Lines 2009-1 EETC

Telephone: (302) 576-3703

Facsimile: (302) 576-3717




U.S. Bank Trust National Association, as

     Subordination Agent and Paying Agent




One Federal Street, 3rd Floor

Mail Code EX-MA-FED

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




U.S. Bank National Association, as

     Escrow Agent




One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




The Bank of New York Mellon, as

     Depositary




101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2009-1 EETC

Telephone: (212) 815-4812

Facsimile: (212) 815-5704




Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: Betsy Snyder




Note Purchase Agreement

2009-1 EETC





 









 








Reference: Delta Air Lines 2009-1 EETC

Telephone: (212) 438-7811

Facsimile: (212) 438-7820




Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Jonathan Root, Vice President — Senior Analyst

     Airlines, Municipal Solid Waste, Shipping Sectors




Reference: Delta Air Lines 2009-1 EETC

Telephone: (212) 553-1672

Facsimile: (212) 298-6481




Note Purchase Agreement

2009-1 EETC






 









 








Schedule B to

Funding Notice




Aircraft





     One Boeing [Model] aircraft bearing U.S. Registration Mark                      and manufacturer’s serial
number                      together with two [Engine Manufacturer and Model] engines bearing manufacturer’s serial
numbers                      and                     .



Note Purchase Agreement

2009-1 EETC







 









 








Schedule C to

Funding Notice




Equipment Notes




	 	 	 	 	 	 	 
	Relevant Pass	 	Series of Equipment	 	 	 	Original Principal
	Through Trustee	 	Notes	 	Equipment Note No.	 	Amount
	Class A Pass Through Trustee
	 	Series 2009-1A-N                    
	 	No. A-                    
	 	$                                        
	 	 	 	 	 	 	 
	Class B Pass Through Trustee
	 	Series 2009-1B-N                    
	 	No. B-                    
	 	$                                        







Note Purchase Agreement

2009-1 EETC





 









 








Annex A to

Funding Notice




WITHDRAWAL CERTIFICATE

(Class [A][B])




U.S. Bank National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2009-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



Ladies and Gentlemen:




          Reference is made to the Escrow and Paying Agent Agreement (Class [A][B]), dated as of
November 24, 2009 (the “Agreement”). We hereby certify to you that the conditions to the
obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase
Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please
execute the attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the
Depositary, at The Bank of New York Mellon, as Depositary, 101 Barclay Street, Floor 8W, New York,
New York 10286, attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air
Lines 2009-1 EETC, telephone: (212) 815-4812, facsimile: (212) 815-5704.




          Capitalized terms used herein but not defined herein shall have the meanings set forth in the
Agreement.




	 	 	 	 	 
	 	Very truly yours,





U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Pass

Through Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [                                , 20          ]




Note Purchase Agreement

2009-1 EETC






 









 








Exhibit A to

Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2009-1A EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class A) dated as of November 24, 2009 (the
“Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank
of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[_______], Account No. [_______].




The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air
Lines, Inc. at [_______]] [the Pass Through Trustee at [_______]]1 on [_______],
20___, upon the telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,


    as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: As of [                                , 20          ]






 




			
	1	 	If there are any excess amounts that would need to be
re-deposited pursuant to the applicable Funding Notice, the account to be
specified here should be that of the Pass Through Trustee. If there are no
such excess amounts, the account number to specified here should be that of
Delta.





Note Purchase Agreement

2009-1 EETC






 









 








Exhibit B to

Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2009-1B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class B) dated as of November 24, 2009 (the
“Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank
of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[______], Account No. [___].





The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air
Lines, Inc. at [______]] [the Pass Through Trustee at [______]]2 on [______],
20___, upon the telephonic request of a representative of the Pass Through Trustee.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: As of [                                , 20          ]






 




			
	2	 	If there are any excess amounts that would need to be
re-deposited pursuant to the applicable Funding Notice, the account to be
specified here should be that of the Pass Through Trustee. If there are no
such excess amounts, the account number to specified here should be that of
Delta.





Note Purchase Agreement

2009-1 EETC




 









 








EXHIBIT B to

NOTE PURCHASE AGREEMENT




FORM OF PARTICIPATION AGREEMENT




[Filed separately as Exhibit 4.14]




Note Purchase Agreement

2009-1 EETC




 









 








EXHIBIT C to

NOTE PURCHASE AGREEMENT




FORM OF INDENTURE




[Filed separately as Exhibit 4.15]




Note Purchase Agreement

2009-1 EETC