EXHIBIT 4(c)(3)


                                                                  EXECUTION COPY

                           REVOLVING CREDIT AGREEMENT
                                    (2001-1B)

                         Dated as of September 17, 2001

                                     between

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                             as Subordination Agent,
                     as agent and trustee for the trustee of
                   Delta Air Lines Pass Through Trust 2001-1B,

                                   as Borrower

                                       and

                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE

                              as Liquidity Provider

                   Delta Air Lines Pass Through Trust 2001-1B
                             7.711% Delta Air Lines
                           Pass Through Certificates,
                                 Series 2001-1B




<PAGE>



                              TABLE OF CONTENTS



                                  ARTICLE I
                                 DEFINITIONS

Section 1.01. Definitions...................................................


                                  ARTICLE II
                      AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01. The Advances..................................................
Section 2.02. Making of Advances............................................
Section 2.03. Fees..........................................................
Section 2.04. Reduction or Termination of the Maximum Commitment............
Section 2.05. Repayments of Interest Advances or the Final Advance..........
Section 2.06. Repayments of Provider Advances...............................
Section 2.07. Payments to the Liquidity Provider Under the Intercreditor
              Agreement.....................................................
Section 2.08. Book Entries..................................................
Section 2.09. Payments from Available Funds Only............................
Section 2.10. Extension of the Expiry Date; Non-Extension Advance...........


                                 ARTICLE III
                         OBLIGATIONS OF THE BORROWER

Section 3.01. Increased Costs...............................................
Section 3.02. [Intentionally omitted.]......................................
Section 3.03. Withholding Taxes.............................................
Section 3.04. Payments......................................................
Section 3.05. Computations..................................................
Section 3.06. Payment on Non-Business Days..................................
Section 3.07. Interest......................................................
Section 3.08. Replacement of Borrower.......................................
Section 3.09. Funding Loss Indemnification..................................
Section 3.10. Illegality....................................................


                                  ARTICLE IV
                             CONDITIONS PRECEDENT

Section 4.01. Conditions Precedent to Effectiveness of Section 2.01.........
Section 4.02. Conditions Precedent to Borrowing.............................


                                  ARTICLE V
                                  COVENANTS

Section 5.01. Affirmative Covenants of the Borrower.........................
Section 5.02. Negative Covenants of the Borrower............................


                                  ARTICLE VI
                         LIQUIDITY EVENTS OF DEFAULT

Section 6.01. Liquidity Events of Default...................................


                                 ARTICLE VII
                                MISCELLANEOUS

Section 7.01. No Oral Modifications or Continuing Waivers...................
Section 7.02. Notices.......................................................
Section 7.03. No Waiver; Remedies...........................................
Section 7.04. Further Assurances............................................
Section 7.05. Indemnification; Survival of Certain Provisions...............
Section 7.06. Liability of the Liquidity Provider...........................
Section 7.07. Certain Costs and Expenses....................................
Section 7.08. Binding Effect; Participations................................
Section 7.09. Severability..................................................
Section 7.10. Governing Law.................................................
Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of
              Immunity......................................................
Section 7.12. Counterparts..................................................
Section 7.13. Entirety......................................................
Section 7.14. Headings......................................................
Section 7.15. Liquidity Provider's Obligation to Make Advances..............

Annex I        - Interest Advance Notice of Borrowing
Annex II       - Non-Extension Advance Notice of Borrowing
Annex III      - Downgrade Advance Notice of Borrowing
Annex IV       - Final Advance Notice of Borrowing
Annex V        - Notice of Termination
Annex VI       - Notice of Replacement Subordination Agent


<PAGE>


                           REVOLVING CREDIT AGREEMENT

      This REVOLVING CREDIT AGREEMENT, dated as of September 17, 2001, is made
by and between STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity but
solely as Subordination Agent (such term and other capitalized terms used herein
without definition being defined as provided in Article I) under the
Intercreditor Agreement (as defined below), as agent and trustee for the Class B
Trustee (in such capacity, together with its successors in such capacity, the
"BORROWER"), and LANDESBANK HESSEN-THURINGEN GIROZENTRALE ("Helaba"), a banking
institution organized under the laws of Germany (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:

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

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

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

                                   ARTICLE I

                                   DEFINITIONS

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

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

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

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

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

            "ADVANCE" means an Interest Advance, a Final Advance, a Provider
      Advance, an Unapplied Provider Advance, an Applied Provider Advance or an
      Unpaid Advance, as the case may be.

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

            "APPLICABLE LIQUIDITY RATE" has the meaning specified in Section
      3.07(g).

            "APPLICABLE MARGIN" means (a) with respect to any Unpaid Advance or
      Applied Provider Advance, 1.50% per annum, or (b) with respect to any
      Unapplied Provider Advance, the rate per annum specified in the Fee Letter
      applicable to this Agreement.

            "APPLIED DOWNGRADE ADVANCE" has the meaning specified in Section
      2.06(a).

            "APPLIED NON-EXTENSION ADVANCE" has the meaning specified in Section
      2.06(a).

            "APPLIED PROVIDER ADVANCE" means an Applied Downgrade Advance or an
      Applied Non-Extension Advance.

            "BASE RATE" means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum shall at all times be equal to the
      weighted average of the rates on overnight Federal funds transactions with
      members of the Federal Reserve System arranged by Federal funds brokers,
      as published for each day in the period for which the Base Rate is to be
      determined (or, if such day is not a Business Day, for the preceding
      Business Day) by the Federal Reserve Bank of New York, or if such rate is
      not so published for any day that is a Business Day, the average of the
      quotations for such day for such transactions received by the Liquidity
      Provider from three Federal funds brokers of recognized standing selected
      by it (and reasonably satisfactory to Delta) plus one-quarter of one
      percent (0.25%).

            "BASE RATE ADVANCE" means an Advance that bears interest at a rate
      based upon the Base Rate.

            "BORROWER" has the meaning specified in the introductory paragraph
      to this Agreement.

            "BORROWING" means the making of Advances requested by delivery of a
      Notice of Borrowing.

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

            "CONSENT PERIOD" has the meaning specified in Section 2.10.

            "COVERED TAXES" means any Taxes imposed by the United States or any
      political subdivision or taxing authority thereof or therein required by
      law to be deducted or withheld from any amounts payable to the Liquidity
      Provider under this Agreement other than (i) any Tax on, based on or
      measured by net income, franchises or conduct of business, (ii) any Tax
      imposed, levied, withheld or assessed as a result of any connection
      between the Liquidity Provider and the United States or such political
      subdivision or taxing authority, other than a connection arising solely
      from the Liquidity Provider's having executed, delivered, performed its
      obligations or received a payment under, or enforced, any Operative
      Agreement, (iii) any Tax attributable to the inaccuracy in or breach by
      the Liquidity Provider of any of its representations, warranties or
      covenants contained in any Operative Agreement to which it is a party or
      the inaccuracy of any form or document furnished pursuant thereto, (iv)
      any withholding Taxes imposed by the United States except to the extent
      such withholding Taxes would not have been required to be deducted or
      withheld from payments hereunder but for a change after the date hereof
      (or in the case of a successor Liquidity Provider (including a transferee
      of an Advance) after the date on which such successor Liquidity Provider
      obtains its interest) in applicable law (excluding from "change in
      applicable law" for this purpose, a change in an applicable treaty or
      other change in law affecting the applicability of a treaty other than the
      applicable income tax treaty between the United States of America and the
      Federal Republic of Germany ("German Treaty") (except an addition to, or
      change in any "anti-treaty shopping", "limitation of benefits" or similar
      provision in such German Treaty)), (v) any withholding Taxes imposed by
      the United States which are imposed or increased as a result of the
      Liquidity Provider failing to deliver to the Borrower any certificate or
      document (which certificate or document in the good faith judgment of the
      Liquidity Provider, it is legally entitled to provide) which is reasonably
      requested by the Borrower to establish that payments under this Agreement
      are exempt from (or entitled to a reduced rate of) withholding Tax, or
      (vi) any change in the Lending Office without the prior written consent of
      Delta (such consent not to be unreasonably withheld).

            "DOWNGRADE ADVANCE" means an Advance made pursuant to Section
      2.02(c).

            "DOWNGRADE EVENT" means a downgrading of the Liquidity Provider's
      short-term unsecured debt rating issued by either Rating Agency (or if the
      Liquidity Provider does not have a short-term unsecured debt rating issued
      by a given Rating Agency, the long-term unsecured debt rating issued by
      such Rating Agency) below the applicable Threshold Rating unless each
      Rating Agency shall have confirmed in writing on or prior to the date of
      such downgrading that such downgrading will not result in the downgrading,
      withdrawal or suspension of the ratings of the Class B Certificates, in
      which case, such downgrading of the Liquidity Provider's short-term
      unsecured debt rating shall not constitute a Downgrade Event and shall be
      referred to herein as a "HELABA DOWNGRADE".

            "EFFECTIVE DATE" has the meaning specified in Section 4.01. The
      delivery of the certificate of the Liquidity Provider contemplated by
      Section 4.01(f) shall be conclusive evidence that the Effective Date has
      occurred.

            "EXCLUDED TAXES" means (a) Taxes imposed on the overall net income
      of the Liquidity Provider, (b) Covered Taxes that are indemnified pursuant
      to Section 3.03 hereof, and (c) Taxes described in clauses (i) through
      (vi) in the definition of "Covered Taxes".

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

            "EXPIRY DATE" means September 15, 2002, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

            "HELABA DOWNGRADE" has the meaning assigned to such term in the
      definition of "Downgrade Event".

            "INCREASED COST" has the meaning specified in Section 3.01.

            "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement, dated
      as of the date hereof, among the Trustees, the Liquidity Provider, the
      liquidity provider under each Liquidity Facility (other than this
      Agreement) and the Subordination Agent, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            "INTEREST ADVANCE" means an Advance made pursuant to Section
      2.02(a).

            "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of
      the following periods:

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

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

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

            "LENDING OFFICE" means the lending office of the Liquidity Provider
      presently located at Frankfurt, Germany, or such other lending office as
      the Liquidity Provider from time to time shall notify the Borrower as its
      lending office hereunder; provided that the Liquidity Provider shall not
      change its Lending Office without the prior written consent of Delta (such
      consent not to be unreasonably withheld).

            "LIBOR ADVANCE" means an Advance bearing interest at a rate based
      upon the LIBOR Rate.

            "LIBOR RATE" means, with respect to any Interest Period, (a) the
      interest rate per annum equal to the rate per annum at which deposits in
      Dollars are offered in the London interbank market as shown on Page 3750
      of the Telerate Systems Incorporated screen service (or such other page as
      may replace Telerate Page 3750), or if such service is not available, Page
      LIBO of the Reuters Money Service Monitor System (or such other page as
      may replace Reuters Page LIBO) at approximately 11:00 a.m. (London time)
      on the day that is two Business Days prior to the first day of such
      Interest Period, for a period comparable to such Interest Period, or (b)
      if no such rate is published on either such service or if neither of such
      services is then available, the interest rate per annum equal to the
      average (rounded up, if necessary, to the nearest 1/100th of 1%) of the
      rates at which deposits in Dollars are offered by the Reference Banks (or,
      if fewer than all of the Reference Banks are quoting a rate for deposits
      in Dollars for the applicable period and amount, such fewer number of
      Reference Banks) at approximately 11:00 a.m. (London time) on the day that
      is two Business Days prior to the first day of such Interest Period to
      prime banks in the London interbank market for a period comparable to such
      Interest Period and in an amount approximately equal to the principal
      amount of the LIBOR Advance to be outstanding during such Interest Period,
      or (c) if none of the Reference Banks is quoting a rate for deposits in
      Dollars in the London interbank market for such a period and amount, the
      interest rate per annum equal to the average (rounded up, if necessary, to
      the nearest 1/100th of 1%) of the rates at which deposits in Dollars are
      offered by the principal New York offices of the Reference Banks (or, if
      fewer than all of the Reference Banks are quoting a rate for deposits in
      Dollars in the New York interbank market for the applicable period and
      amount, such fewer number of Reference Banks) at approximately 11:00 a.m.
      (New York time) on the day that is two Business Days prior to the first
      day of such Interest Period to prime banks in the New York interbank
      market for a period comparable to such Interest Period and in an amount
      approximately equal to the principal amount of the LIBOR Advance to be
      outstanding during such Interest Period, or (d) if none of the principal
      New York offices of the Reference Banks is quoting a rate for deposits in
      Dollars in the New York interbank market for the applicable period and
      amount, the Base Rate.

            "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the
      Acceleration of all of the Equipment Notes or (b) a Delta Bankruptcy
      Event.

            "LIQUIDITY INDEMNITEE" means the Liquidity Provider, its directors,
      officers, employees and agents, and its successors and permitted assigns.

            "LIQUIDITY PROVIDER" has the meaning specified in the introductory
      paragraph to this Agreement.

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

            "MAXIMUM COMMITMENT" means $23,995,104.79 as the same may be reduced
      from time to time in accordance with Section 2.04(a).

            "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section
      2.02(b).

            "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

            "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning
      specified in Section 3.08.

            "PARTICIPATION" has the meaning specified in Section 7.08(b).

            "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of
      the then aggregate outstanding principal amount of all Equipment Notes are
      Performing Equipment Notes.

            "PERMITTED TRANSFEREE" means any Person that:

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

                  (b) is any one of:

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

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

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

            "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated
      September 6, 2001, relating to the Class A-1, Class A-2, Class B and Class
      C Certificates, as such Prospectus Supplement may be amended or
      supplemented.

            "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension
      Advance.

            "REFERENCE BANKS" means the principal London offices of: National
      Westminster Bank, plc; Helaba; The Chase Manhattan Bank; Citibank, N.A.;
      and such other or additional banking institutions as may be designated
      from time to time by mutual agreement of Delta and the Liquidity Provider.

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

            "REPLENISHMENT AMOUNT" has the meaning specified in Section 2.06(b).

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

            "TERMINATION DATE" means the earliest to occur of the following: (i)
      the Expiry Date; (ii) the date on which the Borrower delivers to the
      Liquidity Provider a certificate, signed by a Responsible Officer of the
      Borrower, certifying that all of the Class B Certificates have been paid
      in full (or provision has been made for such payment in accordance with
      the Intercreditor Agreement and the Class B Trust Agreement) or are
      otherwise no longer entitled to the benefits of this Agreement; (iii) the
      date on which the Borrower delivers to the Liquidity Provider a
      certificate, signed by a Responsible Officer of the Borrower, certifying
      that a Replacement Liquidity Facility has been substituted for this
      Agreement in full pursuant to Section 3.06(e) of the Intercreditor
      Agreement; (iv) the fifth Business Day following the receipt by the
      Borrower of a Termination Notice from the Liquidity Provider pursuant to
      Section 6.01; and (v) the date on which no Advance is or may (including by
      reason of reinstatement as herein provided) become available for a
      Borrowing hereunder.

            "TERMINATION NOTICE" means the Notice of Termination substantially
      in the form of Annex V to this Agreement.

            "UNAPPLIED NON-EXTENSION ADVANCE": Any portion of a Non-Extension
      Advance which is not an Applied Non-Extension Advance.

            "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than
      an Applied Provider Advance.

            "UNPAID ADVANCE" has the meaning specified in Section 2.05.

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

            "Acceleration", "Certificate", "Class A-1 Certificates", "Class A-2
      Certificates", "Class B Cash Collateral Account", "Class B Certificates",
      "Class B Certificateholders", "Class B Trust", "Class B Trust Agreement",
      "Class B Trustee", "Class C Certificates", "Class D Certificates",
      "Closing Date", "Collection Account", "Controlling Party", "Corporate
      Trust Office", "Delta", "Delta Bankruptcy Event", "Distribution Date",
      "Dollars", "Downgraded Facility", "Equipment Notes", "Fee Letter", "Final
      Legal Distribution Date", "Indenture", "Initial Class D Holder", "Interest
      Payment Date", "Investment Earnings", "Liquidity Facility", "Liquidity
      Obligations", "Loan Trustee", "Moody's", "Non-Extended Facility",
      "Operative Agreements", "Participation Agreements", "Performing Equipment
      Note", "Person", "Pool Balance", "Rating Agencies", "Ratings
      Confirmation", "Regular Distribution Date", "Replacement Liquidity
      Facility", "Responsible Officer", "Scheduled Payment", "Special Payment",
      "S&P", "Stated Interest Rate", "Subordination Agent", "Taxes", "Threshold
      Rating", "Trust Agreement", "Trustee", "Underwriters", "Underwriting
      Agreement", "United States" and "Written Notice".

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

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

      Section 2.02. Making of Advances (a) Each Interest Advance shall be made
by the Liquidity Provider upon delivery to the Liquidity Provider of a written
and completed Notice of Borrowing in substantially the form of Annex I, signed
by a Responsible Officer of the Borrower, such Interest Advance to be in an
amount not exceeding the Maximum Available Commitment at such time and used
solely for the payment when due of interest with respect to the Class B
Certificates at the Stated Interest Rate therefor in accordance with Section
3.06(a) and 3.06(b) of the Intercreditor Agreement. Each Interest Advance made
hereunder shall automatically reduce the Maximum Available Commitment and the
amount available to be borrowed hereunder by subsequent Advances by the amount
of such Interest Advance (subject to reinstatement as provided in the next
sentence). Upon repayment to the Liquidity Provider in full or in part of the
amount of any Interest Advance made pursuant to this Section 2.02(a), together
with accrued interest thereon (as provided herein), the Maximum Available
Commitment shall be reinstated by an amount equal to the amount of such Interest
Advance so repaid, but not to exceed the Maximum Commitment; provided, however,
that the Maximum Available Commitment shall not be so reinstated at any time if
(x) both a Performing Note Deficiency exists and a Liquidity Event of Default
shall have occurred and be continuing or (y) a Final Drawing shall have
occurred.

      (b) Subject to Section 2.10, a Non-Extension Advance shall be made by the
Liquidity Provider if this Agreement is not extended in accordance with Section
3.06(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility
to replace this Agreement shall have been delivered to the Borrower as
contemplated by said Section 3.06(d) within the time period specified in such
Section 3.06(d)) upon delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex II, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Class B Cash Collateral
Account in accordance with Sections 3.06(d) and 3.06(f) of the Intercreditor
Agreement.

      (c) A Downgrade Advance shall be made by the Liquidity Provider upon the
occurrence of a Downgrade Event (as provided for in Section 3.06(c) of the
Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this
Agreement shall have been previously delivered to the Borrower in accordance
with said Section 3.06(c), upon delivery to the Liquidity Provider of a written
and completed Notice of Borrowing in substantially the form of Annex III, signed
by a Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be used to fund the Class B Cash
Collateral Account in accordance with Sections 3.06(c) and 3.06(f) of the
Intercreditor Agreement.

      (d) A Final Advance shall be made by the Liquidity Provider following the
receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01 upon delivery to the Liquidity Provider of a written
and completed Notice of Borrowing in substantially the form of Annex IV, signed
by a Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be used to fund the Class B Cash
Collateral Account (in accordance with Sections 3.06(f) and 3.06(i) of the
Intercreditor Agreement).

      (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF
BORROWING") in substantially the form required by Section 2.02(a), 2.02(b),
2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity
Provider. If a Notice of Borrowing is delivered by the Borrower in respect of
any Borrowing no later than 1:00 p.m. (New York City time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower, in accordance with its payment instructions, the amount of such
Borrowing in Dollars and immediately available funds, before 4:00 p.m. (New York
City time) on such Business Day or before 1:00 p.m. (New York City time) on such
later Business Day specified in such Notice of Borrowing. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing after 1:00
p.m. (New York City time) on a Business Day, upon satisfaction of the conditions
precedent set forth in Section 4.02 with respect to a requested Borrowing, the
Liquidity Provider shall make available to the Borrower, in accordance with its
payment instructions, the amount of such Borrowing in Dollars and immediately
available funds, before 1:00 p.m. (New York City time) on the first Business Day
next following the day of receipt of such Notice of Borrowing or on such later
Business Day specified by the Borrower in such Notice of Borrowing. Payments of
proceeds of a Borrowing shall be made by wire transfer of immediately available
funds to the Borrower in accordance with such wire transfer instructions as the
Borrower shall furnish from time to time to the Liquidity Provider for such
purpose. Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy
thereof to the Liquidity Provider's New York branch at the address specified in
Section 7.02 hereof.

      (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person (including the Trustee or any
Class B Certificateholder). If the Liquidity Provider makes an Advance requested
pursuant to a Notice of Borrowing before 12:00 noon (New York City time) on the
second Business Day after the date of payment specified in said Section 2.02(e),
the Liquidity Provider shall have fully discharged its obligations hereunder
with respect to such Advance and an event of default shall not have occurred
hereunder. Following the making of any Advance pursuant to Section 2.02(b),
2.02(c) or 2.02(d) to fund the Class B Cash Collateral Account, the Liquidity
Provider shall have no interest in or rights to the Class B Cash Collateral
Account, such Advance or any other amounts from time to time on deposit in the
Class B Cash Collateral Account; provided that the foregoing shall not affect or
impair the obligations of the Subordination Agent to make the distributions
contemplated by Section 3.06(e) or 3.06(f) of the Intercreditor Agreement and
provided further, that the foregoing shall not affect or impair the rights of
the Liquidity Provider to provide written instructions with respect to the
investment and reinvestment of amounts in the Class B Cash Collateral Account to
the extent provided in Section 2.02(b) of the Intercreditor Agreement. By paying
to the Borrower proceeds of Advances requested by the Borrower in accordance
with the provisions of this Agreement, the Liquidity Provider makes no
representation as to, and assumes no responsibility for, the correctness or
sufficiency for any purpose of the amount of the Advances so made and requested.

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

      Section 2.04. Reduction or Termination of the Maximum Commitment. (a)
Automatic Reduction. Promptly following each date on which the Required Amount
is reduced as a result of a reduction in the Pool Balance of the Class B
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount equal to such reduced Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction of the
Maximum Commitment to the Liquidity Provider and Delta within two Business Days
thereof. The failure by the Borrower to furnish any such notice shall not affect
such automatic reduction of the Maximum Commitment.

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

      Section 2.05. Repayments of Interest Advances or the Final Advance.
Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid, to the Liquidity Provider (a) on each date on which the Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
the amount of such Advance (any such Advance, until repaid, is referred to
herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such
Unpaid Advance in the amounts and on the dates determined as provided in Section
3.07; provided that if (i) the Liquidity Provider shall make a Provider Advance
at any time after making one or more Interest Advances which shall not have been
repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility
shall become a Downgraded Facility or Non-Extended Facility at any time when
unreimbursed Interest Advances have reduced the Maximum Available Commitment to
zero, then such Interest Advances shall cease to constitute Unpaid Advances and
shall be deemed to have been changed into an Applied Downgrade Advance or an
Applied Non-Extension Advance, as the case may be, for all purposes of this
Agreement (including, without limitation, for the purpose of determining when
such Interest Advance is required to be repaid to the Liquidity Provider in
accordance with Section 2.06 and for the purposes of Section 2.06(b)). The
Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance and Final Advance on the date such Advance is made is intended
to be a contemporaneous exchange for new value given to the Borrower by the
Liquidity Provider. For the avoidance of doubt, interest payable on an Interest
Advance or the Final Advance shall not be regarded as overdue unless such
interest is not paid when due under Section 3.07.

      Section 2.06. Repayments of Provider Advances. (a) Amounts advanced
hereunder in respect of a Provider Advance shall be deposited in the Class B
Cash Collateral Account and invested and withdrawn from the Class B Cash
Collateral Account as set forth in Sections 3.06(c), 3.06(d), 3.06(e) and
3.06(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the
Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution
Date, commencing on the first Regular Distribution Date after the making of a
Provider Advance, interest on the principal amount of any such Provider Advance,
in the amounts determined as provided in Section 3.07; provided, however, that
amounts in respect of a Provider Advance withdrawn from the Class B Cash
Collateral Account for the purpose of paying interest on the Class B
Certificates in accordance with Section 3.06(f) of the Intercreditor Agreement
(the amount of any such withdrawal being (y) in the case of a Downgrade Advance,
an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance,
an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade
Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section
2.06(b)) be treated as an Interest Advance under this Agreement for purposes of
determining the Applicable Liquidity Rate for interest payable thereon and the
dates on which such interest is payable; provided further, however, that if,
following the making of a Provider Advance, the Liquidity Provider delivers a
Termination Notice to the Borrower pursuant to Section 6.01, such Provider
Advance shall thereafter be treated as a Final Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable
thereon and the dates on which such interest is payable. Subject to Sections
2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the
Class B Cash Collateral Account on account of a reduction in the Required
Amount, the Borrower shall repay to the Liquidity Provider a portion of the
Provider Advances in a principal amount equal to such reduction, plus interest
on the principal amount prepaid as provided in Section 3.07.

      (b) At any time when an Applied Provider Advance (or any portion thereof)
is outstanding, upon the deposit in the Class B Cash Collateral Account of any
amount pursuant to clause "third" of Section 2.04(b) of the Intercreditor
Agreement, clause "third" of Section 3.02 of the Intercreditor Agreement or
clause "fourth" of Section 3.03 of the Intercreditor Agreement (any such amount
being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing
the balance thereof up to the Required Amount at such time, (i) the aggregate
outstanding principal amount of all Applied Provider Advances (and of Provider
Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Replenishment Amount, and (ii) the aggregate
outstanding principal amount of all Unapplied Provider Advances shall be
automatically increased by the amount of such Replenishment Amount.

      (c) Upon the provision of a Replacement Liquidity Facility in replacement
of this Agreement in accordance with Section 3.06(e) of the Intercreditor
Agreement, as provided in Section 3.06(f) of the Intercreditor Agreement,
amounts remaining on deposit in the Class B Cash Collateral Account after giving
effect to any Applied Provider Advance on the date of such replacement shall be
reimbursed to the Liquidity Provider, but only to the extent such amounts are
necessary to repay in full to the Liquidity Provider all amounts owing to it
hereunder.

      Section 2.07. Payments to the Liquidity Provider Under the Intercreditor
Agreement. In order to provide for payment or repayment to the Liquidity
Provider of any amounts hereunder, the Intercreditor Agreement provides that
amounts available and referred to in Articles II and III of the Intercreditor
Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.06(f)
of the Intercreditor Agreement), shall be paid to the Liquidity Provider in
accordance with the terms thereof (but, for the avoidance of doubt, without
duplication of or increase in any amounts payable hereunder). Amounts so paid to
the Liquidity Provider shall be applied by the Liquidity Provider in the order
of priority required by the applicable provisions of Articles II and III of the
Intercreditor Agreement and shall discharge in full the corresponding
obligations of the Borrower hereunder.

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

      Section 2.09. Payments from Available Funds Only. All payments to be made
by the Borrower under this Agreement shall be made only from the amounts that
constitute Scheduled Payments, Special Payments and other payments under the
Operative Agreements, including payment under Section 4.02 of the Participation
Agreements and payments under Section 2.14 of the Indentures, and only to the
extent that the Borrower shall have sufficient income or proceeds therefrom to
enable the Borrower to make payments in accordance with the terms hereof after
giving effect to the priority of payments provisions set forth in the
Intercreditor Agreement. The Liquidity Provider agrees that it will look solely
to such amounts to the extent available for distribution to it as provided in
the Intercreditor Agreement and this Agreement and that the Borrower, in its
individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement,
the Intercreditor Agreement or any Participation Agreement. Amounts on deposit
in the Class B Cash Collateral Account shall be available to the Borrower to
make payments under this Agreement only to the extent and for the purposes
expressly contemplated in Section 3.06(f) of the Intercreditor Agreement.

      Section 2.10. Extension of the Expiry Date; Non-Extension Advance. If the
Expiry Date is prior to the date that is 15 days after the Final Legal
Distribution Date for the Class B Certificates, then no earlier than the 60th
day and no later than the 40th day prior to the then applicable Expiry Date, the
Borrower may request in writing that the Liquidity Provider extend the Expiry
Date to the earlier of (i) the date that is 15 days after the Final Legal
Distribution Date for the Class B Certificates and (ii) the date that is the day
immediately preceding the 364th day after the last day of the Consent Period
(unless the obligations of the Liquidity Provider hereunder are earlier
terminated in accordance herewith). Whether or not the Liquidity Provider has
received a request from the Borrower, the Liquidity Provider shall, during the
period commencing on the date that is 60 days prior to the then effective Expiry
Date (or, if earlier, the date of such Liquidity Provider's receipt of such
request, if any, from the Borrower) and ending on the date that is 25 days prior
to the then effective Expiry Date (the "CONSENT PERIOD") advise the Borrower
whether, in its sole discretion, it agrees to so extend the Expiry Date. If the
Liquidity Provider advises the Borrower on or before the end of the Consent
Period that such Expiry Date shall not be so extended, or fails to irrevocably
and unconditionally advise the Borrower on or before the end of the Consent
Period that such Expiry Date shall be so extended (and, in each case, if the
Liquidity Provider shall not have been replaced in accordance with Section
3.06(e) of the Intercreditor Agreement), the Borrower shall be entitled on and
after the date on which the Consent Period ends (but prior to the then effective
Expiry Date) to request a Non-Extension Advance in accordance with Section
2.02(b) hereof and Section 3.06(d) of the Intercreditor Agreement. If any
amounts shall be drawn pursuant to a Non-Extension Advance and, within 30 days
thereafter, the Liquidity Provider shall not have been replaced, then at any
time following the 30th day after such Non-Extension Advance, the Liquidity
Provider may, by written notice to the Borrower, agree to reinstate the
Liquidity Facility on the terms of the existing Liquidity Facility for a period
ending on the 364th day after the end of the Consent Period; provided, however,
that in such event the Liquidity Provider shall reimburse the Borrower for any
costs actually incurred by or on behalf of the Borrower in drawing pursuant to
the Non-Extension Advance and funding the Class B Cash Collateral Account or
otherwise in connection with the Non-Extension Advance.

      Section 2.11. Rights to Extend Expiry Date. Subject to the proviso in the
next succeeding sentence, the initial Liquidity Provider shall have the right at
any time and without the consent of the Borrower to extend the then effective
Expiry Date to a date that is on or before the date that is 15 days after the
Final Legal Distribution Date for the Class B Certificates by giving not less
than five nor more than ten days' prior written notice of such extension to the
Borrower, the Class B Trustee and Delta (which notice shall specify the
effective date of such extension (the "EXTENSION EFFECTIVE DATE")). On the
Extension Effective Date, the then effective Expiry Date shall be so extended
without any further act; provided, however, that if prior to the Extension
Effective Date a Downgrade Event shall have occurred, the then effective Expiry
Date shall not be so extended.

                                  ARTICLE III

                           OBLIGATIONS OF THE BORROWER

      Section 3.01. Increased Costs. If as a result of any Regulatory Change
there shall be any increase by an amount reasonably deemed by the Liquidity
Provider to be material in the actual cost to the Liquidity Provider of making,
funding or maintaining any Advances or its obligation to make any such Advances
or there shall be any reduction by an amount reasonably deemed by the Liquidity
Provider to be material in the amount receivable by the Liquidity Provider under
this Agreement or the Intercreditor Agreement in respect thereof, and in case of
either such an increase or reduction, such event does not arise from the gross
negligence or willful misconduct of the Liquidity Provider, from its breach of
any of its representations, warranties, covenants or agreements contained herein
or in the Intercreditor Agreement or from its failure to comply with any such
Regulatory Change (any such increase or reduction being referred to herein as an
"INCREASED COST"), then the Borrower shall from time to time pay to the
Liquidity Provider an amount equal to such Increased Cost within 10 Business
Days after delivery to the Borrower and Delta of a certificate of an officer of
the Liquidity Provider describing in reasonable detail the event by reason of
which it claims such Increased Cost and the basis for the determination of the
amount of such Increased Cost; provided that, the Borrower shall be obligated to
pay amounts only with respect to any Increased Costs accruing from the date 90
days prior to the date of delivery of such certificate. Such certificate, in the
absence of manifest error, shall be considered prima facie evidence of the
amount of the Increased Costs for purposes of this Agreement; provided that any
determinations and allocations by the Liquidity Provider of the effect of any
Regulatory Change on the costs of maintaining the Advances are made on a
reasonable basis. The Liquidity Provider shall not be entitled to assert any
claim under this Section 3.01 in respect of or attributable to Excluded Taxes.
The Liquidity Provider will notify the Borrower and Delta as promptly as
practicable of any event occurring after the date of this Agreement that will
entitle the Liquidity Provider to compensation under this Section 3.01. The
Liquidity Provider agrees to investigate all commercially reasonable
alternatives for reducing any Increased Costs and to use all commercially
reasonable efforts to avoid or minimize, to the greatest extent possible, any
claim in respect of Increased Costs, including, without limitation, by
designating a different Lending Office, if such designation or other action
would avoid the need for, or reduce the amount of, any such claim; provided that
the foregoing shall not obligate the Liquidity Provider to take any action that
would, in its reasonable judgment, cause the Liquidity Provider to take any
action that is not materially consistent with its internal policies or is
otherwise materially disadvantageous to the Liquidity Provider or that would
cause the Liquidity Provider to incur any material loss or cost, unless the
Borrower or Delta agrees to reimburse or indemnify the Liquidity Provider
therefor. If no such designation or other action is effected, or, if effected,
fails to avoid the need for any claim in respect of Increased Costs, Delta may
arrange for a Replacement Liquidity Facility in accordance with Section 3.06(e)
of the Intercreditor Agreement.

      Notwithstanding the foregoing provisions, in no event shall the Borrower
be required to make payments under this Section 3.01: (a) in respect of any
Regulatory Change proposed by any applicable governmental authority (including
any branch of a legislature), central bank or comparable agency of the United
States or the Liquidity Provider's jurisdiction of organization and pending as
of the date of this Agreement (it being agreed that the Consultative Document
issued by the Basel Committee on Banking Supervision entitled "The New Basel
Capital Accord," dated January 2001, shall not be considered to have been
proposed or pending as of the date of this Agreement); (b) if a claim hereunder
in respect of an Increased Cost arises through circumstances peculiar to the
Liquidity Provider and that do not affect similarly organized commercial banking
institutions in the same jurisdiction generally that are in compliance with the
law, rule, regulation or interpretation giving rise to the Regulatory Change
relating to such Increased Cost; or (c) if the Liquidity Provider shall fail to
comply with its obligations under this Section 3.01.

      Section 3.02. [Intentionally omitted.]

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

      The Liquidity Provider will (i) provide (on its behalf and on behalf of
any participant holding a Participation pursuant to Section 7.08) to the
Borrower (x) on or prior to the Effective Date two valid completed and executed
copies of Internal Revenue Service Form W8-BEN or W8-EC1 (whichever is
applicable), including thereon a valid U.S. taxpayer identification number (or,
with respect to any such participant, such other form or documentation as may be
applicable) covering all amounts receivable by it in connection with the
transactions contemplated by the Operative Agreements and (y) thereafter from
time to time such additional forms or documentation as may be necessary to
establish an available exemption from withholding of United States Tax on
payments hereunder so that such forms or documentation are effective for all
periods during which it is the Liquidity Provider and (ii) provide timely notice
to the Borrower if any such form or documentation is or becomes inaccurate. The
Liquidity Provider shall deliver to the Borrower such other forms or documents
as may be reasonably requested by the Borrower or required by applicable law to
establish that payments hereunder are exempt from or entitled to a reduced rate
of Covered Taxes.

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

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

      Section 3.04. Payments. The Borrower shall make or cause to be made each
payment to the Liquidity Provider under this Agreement so as to cause the same
to be received by the Liquidity Provider not later than 1:00 P.M. (New York City
time) on the day when due. The Borrower shall make all such payments in Dollars,
to the Liquidity Provider in immediately available funds, by wire transfer to
The Chase Manhattan Bank, 021-000021 in favor of account number 4207114,
Reference: Delta EETC 2001-1B.

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

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

      Section 3.07. Interest. (a) Subject to Sections 2.07 and 2.09, the
Borrower shall pay, or shall cause to be paid, without duplication, interest on
(i) the unpaid principal amount of each Advance from and including the date of
such Advance (or, in the case of an Applied Provider Advance, from and including
the date on which the amount thereof was withdrawn from the Class B Cash
Collateral Account to pay interest on the Class B Certificates) to but excluding
the date such principal amount shall be paid in full (or, in the case of an
Applied Provider Advance, the date on which the Class B Cash Collateral Account
is fully replenished in respect of such Advance) and (ii) any other amount due
hereunder (whether fees, commissions, expenses or other amounts or, to the
extent permitted by law, installments of interest on Advances or any such other
amount) that is not paid when due (whether at stated maturity, by acceleration
or otherwise) from and including the due date thereof to but excluding the date
such amount is paid in full, in each such case, at the interest rate per annum
for each day equal to the Applicable Liquidity Rate (as defined below) for such
Advance or such other amount, as the case may be, as in effect for such day, but
in no event at a rate per annum greater than the maximum rate permitted by
applicable law, provided, however, that, if at any time the otherwise applicable
interest rate as set forth in this Section 3.07 shall exceed the maximum rate
permitted by applicable law, then to the maximum extent permitted by applicable
law any subsequent reduction in such interest rate will not reduce the rate of
interest payable pursuant to this Section 3.07 below the maximum rate permitted
by applicable law until the total amount of interest accrued equals the absolute
amount of interest that would have accrued (without additional interest thereon)
if such otherwise applicable interest rate as set forth in this Section 3.07 had
at all relevant times been in effect.

      (b) Except as provided in Section 3.07(e), each Advance (other than an
Unapplied Non-Extension Advance) will be either a Base Rate Advance or a LIBOR
Advance as provided in this Section 3.07. Each such Advance will be a Base Rate
Advance for the period from the date of its borrowing to (but excluding) the
third Business Day following the Liquidity Provider's receipt of the Notice of
Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance;
provided that (i) a Provider Advance (other than an Unapplied Non-Extension
Advance) shall always be a LIBOR Advance unless the Borrower elects otherwise
and (ii) the Borrower (at the direction of the Controlling Party, so long as the
Liquidity Provider is not the Controlling Party) may (x) convert the Final
Advance into a Base Rate Advance on the last day of an Interest Period for such
Advance by giving the Liquidity Provider no less than four Business Days' prior
written notice of such election or (y) elect to maintain the Final Advance as a
Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR
Advance under Clause (5) of the applicable Notice of Borrowing (or, if, pursuant
to Section 2.06, such Final Advance is deemed to have been made without delivery
of a Notice of Borrowing, by requesting, prior to 11:00 a.m. (New York time) on
the first Business Day immediately following the Borrower's receipt of the
applicable Termination Notice, that such Final Advance not be converted from a
Base Rate Advance to a LIBOR Advance).

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

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

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

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

      (g) Each change in the Base Rate shall become effective immediately. The
rates of interest specified in this Section 3.07 with respect to any Advance or
other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

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

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

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

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

      Section 3.10. Illegality. Notwithstanding any other provision in this
Agreement, if any change in any law, rule or regulation applicable to or binding
on the Liquidity Provider, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by the
Liquidity Provider with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for the Liquidity Provider to maintain or fund
its LIBOR Advances, then upon notice to the Borrower and Delta by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the reasonable
judgment of the Liquidity Provider, requires immediate conversion; or (b) at the
expiration of the last Interest Period to expire before the effective date of
any such change or request. The Liquidity Provider will notify the Borrower and
Delta as promptly as practicable of any event that will or to its knowledge is
reasonably likely to lead to the conversion of LIBOR Advances to Base Rate
Advances under this Section 3.10, provided that a failure by the Liquidity
Provider to notify the Borrower or Delta of an event that is reasonably likely
to lead to such a conversion prior to the time that it is determined that such
event will lead to such a conversion shall not prejudice the rights of the
Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to
investigate all commercially reasonable alternatives for avoiding the need for
such conversion, including, without limitation, designating a different Lending
Office, if such designation or other action would avoid the need to convert such
LIBOR Advances to Base Rate Advances; provided, that the foregoing shall not
obligate the Liquidity Provider to take any action that would, in its reasonable
judgment, cause the Liquidity Provider to incur any material loss or cost,
unless the Borrower or Delta agrees to reimburse or indemnify the Liquidity
Provider therefor. If no such designation or other action is effected, or, if
effected, fails to avoid the need for conversion of the LIBOR Advances to Base
Rate Advances, Delta may arrange for a Replacement Liquidity Facility in
accordance with Section 3.06(e) of the Intercreditor Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

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

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

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

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

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

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

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

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

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

            (c) The filings referred to in Sections 3.01(d) and 3.01(f) of the
      Participation Agreements shall have been filed (or shall be in the process
      of being filed).

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

            (e) All conditions precedent to the issuance of the Certificates
      under the Trust Agreements shall have been satisfied or waived, all
      conditions precedent to the effectiveness of the other Liquidity
      Facilities shall have been satisfied or waived, all conditions precedent
      to the purchase of the Class A-1, Class A-2, Class B and Class C
      Certificates by the Underwriters under the Underwriting Agreement shall
      have been satisfied (unless any of such conditions precedent under the
      Underwriting Agreement shall have been waived by the Underwriters), and
      all conditions precedent to the purchase of the Class D Certificates by
      the Initial Class D Holder shall have been satisfied.

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

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

                                   ARTICLE V

                                    COVENANTS

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

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

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

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

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

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

      Section 6.01. Liquidity Events of Default. If (a) any Liquidity Event of
Default has occurred and is continuing and (b) there is a Performing Note
Deficiency, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) this
Agreement to expire at the close of business on the fifth Business Day after the
date on which such Termination Notice is received by the Borrower, (ii) the
Borrower to promptly request, and the Liquidity Provider to promptly make, a
Final Advance in accordance with Section 2.02(d) hereof and Section 3.06(i) of
the Intercreditor Agreement, (iii) all other outstanding Advances to be
automatically converted into Final Advances for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and (iv) subject to
Sections 2.07 and 2.09, all Advances, any accrued interest thereon and any other
amounts outstanding hereunder to become immediately due and payable to the
Liquidity Provider.

                                  ARTICLE VII

                                  MISCELLANEOUS

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

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

      If to the Borrower, to:

      STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
      NATIONAL ASSOCIATION
      225 Asylum Street, Goodwin Square
      Hartford, Connecticut 06103
      Attention:  Corporate Trust Division

      Telephone:  (860) 244-1844
      Telecopy:  (860) 244-1881

      If to the Liquidity Provider, to:

      LANDESBANK HESSEN-THURINGEN GIROZENTRALE
      Main Tower
      Neue Mainzer Str. 52-58
      60311 Frankfurt am Main
      Germany
      Attention:  Asset Finance
      Telephone:  49-69-9132-4882
      Telecopy:  49-69-9132-4392

      With a copy to:

      LANDESBANK HESSEN-THURINGEN
      New York Branch
      420 Fifth Avenue, 24th Floor
      New York, NY 10018
      Attention:  Structured Finance/Michael Novack
      Telephone: (212) 703-5224
      Telecopy:  (212) 703-5256

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

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

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

      Section 7.05. Indemnification; Survival of Certain Provisions. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 4.02 of the Participation Agreements. In addition,
the Borrower agrees to indemnify, protect, defend and hold harmless each
Liquidity Indemnitee from and against all Expenses of any kind or nature
whatsoever (other than any Expenses of the nature described in Sections 3.01 or
7.07 or in the Fee Letter (regardless of whether indemnified against pursuant to
said Sections or in such Fee Letter)), that may be imposed on or incurred by
such Liquidity Indemnitee, in any way relating to, resulting from, or arising
out of or in connection with, any action, suit or proceeding by any third party
against such Liquidity Indemnitee and relating to this Agreement, the Fee
Letter, the Intercreditor Agreement or any Participation Agreement; provided,
however, that the Borrower shall not be required to indemnify, protect, defend
and hold harmless any Liquidity Indemnitee in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the
negligence or willful misconduct of such Liquidity Indemnitee or any other
Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense,
(iii) attributable to the failure by such Liquidity Indemnitee or any other
Liquidity Indemnitee to perform or observe any agreement, covenant or condition
on its part to be performed or observed in this Agreement, the Intercreditor
Agreement, the Fee Letter or any other Operative Agreement to which it is a
party or (iv) otherwise excluded from the indemnification provisions contained
in Section 4.02 of the Participation Agreements. The provisions of Sections
3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.02 of
the Participation Agreements shall survive the termination of this Agreement.

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

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

      Section 7.07. Certain Costs and Expenses. The Borrower agrees promptly to
pay, or cause to be paid, (a) the reasonable fees, expenses and disbursements of
Pillsbury Winthrop LLP, special counsel for the Liquidity Provider, in
connection with the preparation, negotiation, execution, delivery, filing and
recording of the Operative Agreements, any waiver or consent thereunder or any
amendment thereof and (b) if a Liquidity Event of Default occurs, all
out-of-pocket expenses incurred by the Liquidity Provider, including reasonable
fees and disbursements of counsel, in connection with such Liquidity Event of
Default and any collection, bankruptcy, insolvency and other enforcement
proceedings in connection therewith. In addition, the Borrower shall pay any and
all recording, stamp and other similar taxes and fees payable or determined to
be payable in the United States in connection with the execution, delivery,
filing and recording of this Agreement, any other Operative Agreement and such
other documents, and agrees to save the Liquidity Provider harmless from and
against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes or fees.

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

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

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

      Section 7.09. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 7.10. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

      (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory claims. The Borrower and
the Liquidity Provider each warrant and represent that it has reviewed this
waiver with its legal counsel, and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

      (c) The Liquidity Provider hereby waives any immunity it may have from the
jurisdiction of the courts of the United States or of any state thereof and
waives any immunity any of its properties located in the United States may have
from attachment or execution upon a judgment entered by any such court under the
United States Foreign Sovereign Immunities Act of 1976 or any similar successor
legislation.

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

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

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

      Section 7.15. Liquidity Provider's Obligation to Make Advances. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER
TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF
BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


<PAGE>


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

                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL
                                    ASSOCIATION, not in its individual
                                    capacity but solely as Subordination Agent,
                                    as agent and trustee for the Class B Trust,
                                    as Borrower


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:


                                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                    as Liquidity Provider

                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:


                                    By:
                                       ---------------------------------------
                                       Name:
                                       Title:



<PAGE>



                                   ANNEX I to
                           REVOLVING CREDIT AGREEMENT



                      INTEREST ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "BORROWER"), hereby certifies to LANDESBANK HESSEN-THURINGEN GIROZENTRALE
(the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement
(2001-1B), dated as of September 17, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

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

            (3) The amount of the Interest Advance requested hereby (i) is
      $_______________.__, to be applied in respect of the payment of the
      interest which is due and payable on the Class B Certificates on the
      Distribution Date, (ii) does not include any amount with respect to the
      payment of principal of, or premium on, the Class A-1 Certificates, the
      Class A-2 Certificates, the Class B Certificates, the Class C Certificates
      or the Class D Certificates, or interest on the Class A-1 Certificates,
      the Class A-2 Certificates, the Class C Certificates or the Class D
      Certificates, (iii) was computed in accordance with the provisions of the
      Class B Certificates, the Class B Trust Agreement and the Intercreditor
      Agreement (a copy of which computation is attached hereto as Schedule I),
      (iv) does not exceed the Maximum Available Commitment on the date hereof
      and (v) has not been and is not the subject of a prior or contemporaneous
      Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will apply the same in accordance with
      the terms of Section 3.06(b) of the Intercreditor Agreement, (b) no
      portion of such amount shall be applied by the Borrower for any other
      purpose and (c) no portion of such amount until so applied shall be
      commingled with other funds held by the Borrower.

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


<PAGE>


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



                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Subordination Agent, as Borrower

                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

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



<PAGE>



                                   ANNEX II to
                           REVOLVING CREDIT AGREEMENT



                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned
subordination agent (the "BORROWER"), hereby certifies to LANDESBANK
HESSEN-THURINGEN GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the
Revolving Credit Agreement (2001-1B), dated as of September 17, 2001, between
the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined or referenced), that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Non-Extension Advance by the Liquidity Provider to be used
      for the funding of the Class B Cash Collateral Account in accordance with
      Section 3.06(d) of the Intercreditor Agreement, which Advance is requested
      to be made on __________, ____. The Non-Extension Advance should be
      remitted to [insert wire and account details].

            (3) The amount of the Non-Extension Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class B
      Cash Collateral Account in accordance with Sections 3.06(d) and 3.06(f) of
      the Intercreditor Agreement, (ii) does not include any amount with respect
      to the payment of the principal of, or premium on, the Class B
      Certificates, or principal of, or interest or premium on, the Class A-1
      Certificates, the Class A-2 Certificates, the Class C Certificates or the
      Class D Certificates, (iii) was computed in accordance with the provisions
      of the Class B Certificates, the Class B Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I) and (iv) has not been and is not the subject of a prior or
      contemporaneous Notice of Borrowing under the Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Sections 3.06(d) and 3.06(f) of the Intercreditor Agreement, (b) no
      portion of such amount shall be applied by the Borrower for any other
      purpose and (c) no portion of such amount until so applied shall be
      commingled with other funds held by the Borrower.

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


<PAGE>


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



                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Subordination Agent, as Borrower

                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

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



<PAGE>



                                  ANNEX III to
                           REVOLVING CREDIT AGREEMENT



                      DOWNGRADE ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned
subordination agent (the "BORROWER"), hereby certifies to LANDESBANK
HESSEN-THURINGEN GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the
Revolving Credit Agreement (2001-1B), dated as of September __, 2001, between
the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined or referenced), that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Downgrade Advance by the Liquidity Provider to be used for
      the funding of the Class B Cash Collateral Account in accordance with
      Section 3.06(c) of the Intercreditor Agreement by reason of the
      downgrading of the short-term unsecured debt rating or long-term unsecured
      debt rating of the Liquidity Provider issued by either Rating Agency below
      the Threshold Rating, which Advance is requested to be made on __________,
      ____. The Downgrade Advance should be remitted to [insert wire and account
      details].

            (3) The amount of the Downgrade Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class B
      Cash Collateral Account in accordance with Sections 3.06(c) and 3.06(f) of
      the Intercreditor Agreement, (ii) does not include any amount with respect
      to the payment of the principal of, or premium on, the Class B
      Certificates, or principal of, or interest or premium on, the Class A-1
      Certificates, the Class A-2 Certificates, the Class C Certificates or the
      Class D Certificates, (iii) was computed in accordance with the provisions
      of the Class B Certificates, the Class B Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I) and (iv) has not been and is not the subject of a prior or
      contemporaneous Notice of Borrowing under the Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Sections 3.06(c) and 3.06(f) of the Intercreditor Agreement, (b) no
      portion of such amount shall be applied by the Borrower for any other
      purpose and (c) no portion of such amount until so applied shall be
      commingled with other funds held by the Borrower.

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


<PAGE>


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



                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Subordination Agent, as Borrower

                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


<PAGE>



             SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

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


<PAGE>


                                   ANNEX IV to
                           REVOLVING CREDIT AGREEMENT



                        FINAL ADVANCE NOTICE OF BORROWING

      The undersigned, a duly authorized signatory of the undersigned borrower
(the "BORROWER"), hereby certifies to LANDESBANK HESSEN-THURINGEN GIROZENTRALE
(the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement
(2001-1B), dated as of September 17, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

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

            (3) The amount of the Final Advance requested hereby (i) is
      $_________________.__, which equals the Maximum Available Commitment on
      the date hereof and is to be applied in respect of the funding of the
      Class B Cash Collateral Account in accordance with Sections 3.06(f) and
      3.06(i) of the Intercreditor Agreement, (ii) does not include any amount
      with respect to the payment of principal of, or premium on, the Class B
      Certificates, or principal of, or interest or premium on, the Class A-1
      Certificates, the Class A-2 Certificates, the Class C Certificates or the
      Class D Certificates, (iii) was computed in accordance with the provisions
      of the Class B Certificates, the Class B Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I) and (iv) has not been and is not the subject of a prior or
      contemporaneous Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Sections 3.06(f) and 3.06(i) of the Intercreditor Agreement, (b) no
      portion of such amount shall be applied by the Borrower for any other
      purpose and (c) no portion of such amount until so applied shall be
      commingled with other funds held by the Borrower.

            (5) [The Borrower hereby requests that the Advance requested hereby
      be a Base Rate Advance [and that such Base Rate Advance be converted into
      a LIBOR Advance on the third Business Day following your receipt of this
      notice]*.]

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


----------
[* Bracketed language may be included at Borrower's option.]


<PAGE>


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



                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Subordination Agent, as Borrower

                                    By:
                                        --------------------------------
                                        Name:
                                        Title:



<PAGE>



                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

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



<PAGE>



                                   ANNEX V to
                           REVOLVING CREDIT AGREEMENT



                              NOTICE OF TERMINATION

                                                [Date]

State Street Bank and Trust
   Company of Connecticut,
   National Association, as
   Subordination Agent, as
   Borrower
225 Asylum Street
Goodwin Square
Hartford, Connecticut  06103
Attention:  Corporate Trust Division

Re:   Revolving Credit Agreement, dated as of September 17,
      2001, between State Street Bank and Trust Company of
      Connecticut, National Association, as Subordination
      Agent, as agent and trustee for the Delta Air Lines
      Pass Through Trust 2001-1B, as Borrower, and
      Landesbank Hessen-Thuringen Girozentrale (the
      "LIQUIDITY AGREEMENT")

Ladies and Gentlemen:

      You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement, by reason of the occurrence and continuance of a Liquidity Event of
Default and the existence of a Performing Note Deficiency (each as defined
therein), we are giving this notice to you in order to cause (i) our obligations
to make Advances (as defined therein) under such Liquidity Agreement to
terminate at the close of business on the fifth Business Day after the date on
which you receive this notice and (ii) you to request a Final Advance under the
Liquidity Agreement pursuant to Section 3.06(i) of the Intercreditor Agreement
(as defined in the Liquidity Agreement) as a consequence of your receipt of this
notice.

      THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT WILL TERMINATE AT THE


<PAGE>


CLOSE OF BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE
THIS NOTICE.

                                    Very truly yours,


                                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                    as Liquidity Provider

                                    By:
                                          ------------------------------------
                                       Name:
                                       Title:



cc:   State Street Bank and Trust Company of Connecticut,
      National Association, as Class B Trustee



<PAGE>



                                   ANNEX VI to
                           REVOLVING CREDIT AGREEMENT



                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

Re:   Revolving Credit Agreement, dated as of September 17, 2001,
      between State Street Bank and Trust Company of Connecticut,
      National Association, as Subordination Agent, as agent and
      trustee for the Delta Air Lines Pass Through Trust 2001-1B, as
      Borrower, and Landesbank Hessen-Thuringen Girozentrale (the
      "LIQUIDITY AGREEMENT")

Ladies and Gentlemen:

      For value received, the undersigned beneficiary hereby irrevocably
transfers to:

                             [Name of Transferee]



                           [Address of Transferee]

all rights and obligations of the undersigned as Borrower under the Liquidity
Agreement referred to above. The transferee has succeeded the undersigned as
Subordination Agent under the Intercreditor Agreement referred to in the first
paragraph of the Liquidity Agreement, pursuant to the terms of Section 7.01 of
the Intercreditor Agreement.

      By this transfer, all rights of the undersigned as Borrower under the
Liquidity Agreement are transferred to the transferee and the transferee shall
hereafter have the sole rights and obligations as Borrower thereunder. The
undersigned shall pay any costs and expenses of such transfer, including, but
not limited to, transfer taxes or governmental charges.

      This transfer shall be effective as of [specify time and date].

                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION, as
                                    Subordination Agent, as Borrower

                                    By:
                                        --------------------------------
                                        Name:
                                        Title: