<PAGE>

                                                                     EXHIBIT 4.1

                          PASS THROUGH TRUST AGREEMENT

                          Dated as of November 16, 2000

                                     between

                              DELTA AIR LINES, INC.

                                       and

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,

                              NATIONAL ASSOCIATION,

                                   as Trustee

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                                TABLE OF CONTENTS

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                                                    ARTICLE I DEFINITIONS

Section 1.01.     Definitions....................................................................................     2
Section 1.02.     Compliance Certificates and Opinions...........................................................    11
Section 1.03.     Form of Documents Delivered to Trustee.........................................................    12
Section 1.04.     Directions of Certificate Holders..............................................................    12

                              ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF TRUST PROPERTY

Section 2.01.     Amount Unlimited; Issuable in Series...........................................................    13
Section 2.02.     Acquisition of Equipment Notes.................................................................    16
Section 2.03.     Acceptance by Trustee..........................................................................    18
Section 2.04.     Limitation of Powers...........................................................................    18

                                                ARTICLE III THE CERTIFICATES

Section 3.01.     Form, Denomination and Execution of Certificates...............................................    18
Section 3.02.     Authentication of Certificates.................................................................    19
Section 3.03.     Temporary Certificates.........................................................................    19
Section 3.04.     Transfer and Exchange..........................................................................    20
Section 3.05.     Book-Entry and Definitive Certificates.........................................................    20
Section 3.06.     Mutilated, Destroyed, Lost or Stolen Certificates..............................................    22
Section 3.07.     Persons Deemed Owners..........................................................................    23
Section 3.08.     Cancellation...................................................................................    23
Section 3.09.     Limitation of Liability for Payments...........................................................    23
Section 3.10.     CUSIP Numbers..................................................................................    24

                                    ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 4.01.     Certificate Account and Special Payments Account...............................................    24
Section 4.02.     Distributions from Certificate Account and Special Payments Account............................    25
Section 4.03.     Statements to Certificateholders...............................................................    26
Section 4.04.     Investment of Special Payment Moneys...........................................................    27

                                                     ARTICLE V THE COMPANY

Section 5.01.     Maintenance of Corporate Existence.............................................................    28
Section 5.02.     Consolidation, Merger, Etc.....................................................................    28
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<S>                                                                                                                  <C>
                                                       ARTICLE VI DEFAULT

Section 6.01.     Indenture Events of Default and Triggering Events..............................................    28
Section 6.02.     Incidents of Sale of Equipment Notes...........................................................    30
Section 6.03.     Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit.............................    31
Section 6.04.     Control by Certificateholders..................................................................    31
Section 6.05.     Waiver of Past Defaults........................................................................    32
Section 6.06.     Right of Certificateholders to Receive Payments Not to Be Impaired.............................    33
Section 6.07.     Certificateholders May Not Bring Suit Except Under Certain Conditions..........................    33
Section 6.08.     Remedies Cumulative............................................................................    33
Section 6.09.     Discontinuance of Proceedings..................................................................    34
Section 6.10.     Undertaking for Costs..........................................................................    34

                                                     ARTICLE VII THE TRUSTEE

Section 7.01.     Certain Duties and Responsibilities............................................................    34
Section 7.02.     Notice of Defaults.............................................................................    35
Section 7.03.     Certain Rights of Trustee......................................................................    35
Section 7.04.     Not Responsible for Recitals or Issuance of Certificates.......................................    37
Section 7.05.     May Hold Certificates..........................................................................    37
Section 7.06.     Money Held in Trust............................................................................    37
Section 7.07.     Compensation and Reimbursement.................................................................    37
Section 7.08.     Corporate Trustee Required; Eligibility........................................................    38
Section 7.09.     Resignation and Removal; Appointment of Successor..............................................    39
Section 7.10.     Acceptance of Appointment by Successor.........................................................    41
Section 7.11.     Merger, Conversion, Consolidation or Succession to Business....................................    41
Section 7.12.     Maintenance of Agencies........................................................................    42
Section 7.13.     Money for Certificate Payments to Be Held in Trust.............................................    43
Section 7.14.     Registration of Equipment Notes in Trustee's Name..............................................    43
Section 7.15.     Representations and Warranties of Trustee......................................................    43
Section 7.16.     Withholding Taxes; Information Reporting.......................................................    45
Section 7.17.     Trustee's Liens................................................................................    45
Section 7.18.     Preferential Collection of Claims..............................................................    45
Section 7.19.     Capacity in Which Acting.......................................................................    45

                                     ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 8.01.     The Company to Furnish Trustee with Names and Addresses of Certificateholders..................    45
Section 8.02.     Preservation of Information; Communications to Certificateholders..............................    46
Section 8.03.     Reports by Trustee.............................................................................    46
Section 8.04.     Reports by the Company.........................................................................    46

                                                 ARTICLE IX SUPPLEMENTAL AGREEMENTS

Section 9.01.     Supplemental Agreements Without Consent of Certificateholders..................................    47
Section 9.02.     Supplemental Agreements with Consent of Certificateholders.....................................    49
Section 9.03.     Documents Affecting Immunity or Indemnity......................................................    50
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                                       ii

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<S>                                                                                                                 <C>
Section 9.04.     Execution of Supplemental Agreements...........................................................    50
Section 9.05.     Effect of Supplemental Agreements..............................................................    50
Section 9.06.     Conformity with Trust Indenture Act............................................................    50
Section 9.07.     Reference in Certificates to Supplemental Agreements...........................................    50

                                      ARTICLE X AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

Section 10.01.    Amendments and Supplements to Indentures and Other Note Documents..............................    50

                                                  ARTICLE XI TERMINATION OF TRUSTS

Section 11.01.    Termination of the Trusts......................................................................    51

                                                ARTICLE XII MISCELLANEOUS PROVISIONS

Section 12.01.    Limitation on Rights of Certificateholders.....................................................    52
Section 12.02.    Certificates Nonassessable and Fully Paid......................................................    53
Section 12.03.    Registration of Equipment Notes in Name of Subordination Agent.................................    53
Section 12.04.    Notices........................................................................................    53
Section 12.05.    Governing Law..................................................................................    55
Section 12.06.    Severability of Provisions.....................................................................    55
Section 12.07.    Trust Indenture Act Controls...................................................................    55
Section 12.08.    Effect of Headings and Table of Contents.......................................................    55
Section 12.09.    Successors and Assigns.........................................................................    55
Section 12.10.    Benefits of Agreement..........................................................................    55
Section 12.11.    Legal Holidays.................................................................................    55
Section 12.12.    Counterparts...................................................................................    56
Section 12.13.    Communication by Certificateholders with Other Certificateholders..............................    56
Section 12.14.    Normal Commercial Relations....................................................................    56
Section 12.15.    No Recourse Against Others.....................................................................    56

EXHIBIT A - Form of Certificate.................................................................................    A-1
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                                      iii

<PAGE>

Reconciliation and tie between Delta Air Lines Pass Through Trust Agreement,
dated as of November 16, 2000 and the Trust Indenture Act of 1939. This
reconciliation does not constitute part of the Pass Through Trust Agreement.

<TABLE>
<CAPTION>
Trust Indenture Act of 1939 Section         Pass Through Trust Agreement Section
-----------------------------------         ------------------------------------
<S>                                         <C>
         310(a)(1)                                   7.08
            (a)(2)                                   7.08
         312(a)                                      7.12; 8.01; 8.02
         313(a)                                      8.03
         313(b)                                      8.03
         314(a)(1)-(3)                               8.04(a)-(c)
            (a)(4)                                   8.04(d)
            (c)(1)                                   1.02
            (c)(2)                                   1.02
            (d)(1)                                   1.02; 7.13; 11.01
            (d)(2)                                   1.02; 7.13; 11.01
            (d)(3)                                   1.02; 2.01
            (e)                                      1.02
         315(b)                                      7.02
         315(c)                                      7.01(b)
         316(a)(last sentence)                       1.04(c)
            (a)(1)(A)                                6.04
            (a)(1)(B)                                6.05
            (b)                                      6.06
            (c)                                      1.04(d)
         317(a)(1)                                   6.03
            (b)                                      7.13
         318(a)                                      12.07
</TABLE>

                                       iv

<PAGE>

                          PASS THROUGH TRUST AGREEMENT

                  This PASS THROUGH TRUST AGREEMENT, dated as of November 16,
2000 (the "Basic Agreement"), between Delta Air Lines, Inc., a Delaware
corporation, and State Street Bank and Trust Company of Connecticut, National
Association, a national banking association, as Trustee, is made with respect to
the formation from time to time of separate Delta Air Lines Pass Through Trusts,
and the issuance from time to time of separate series of Pass Through
Certificates representing fractional undivided interests in the respective
Trusts.

                              W I T N E S S E T H:

                  WHEREAS, this Basic Agreement amends and restates the form of
pass through trust agreement filed as an exhibit to the Company's Registration
Statement on Form S-3 (Registration No. 333-58647);

                  WHEREAS, from time to time, the Company and the Trustee may
enter into a Trust Supplement (this and certain other defined terms used herein
are defined in Section 1.01) pursuant to which the Trustee shall declare the
creation of a separate Trust for the benefit of the Holders of the series of
Certificates to be issued in respect of such Trust, and the initial Holders of
the Certificates of such series, as the grantors of such Trust, by their
respective acceptances of the Certificates of such series, shall join in the
creation of such Trust with the Trustee;

                  WHEREAS, all Certificates to be issued in respect of each
separate Trust will be issued as a separate series pursuant to this Agreement,
will evidence fractional undivided interests in such Trust and will have no
rights, benefits or interests in respect of any other separate Trust or the
property held therein, subject, however, to the provisions of any Intercreditor
Agreement to which one or more Trusts may be a party and to any provisions to
the contrary in any applicable Trust Supplement;

                  WHEREAS, from time to time, pursuant to the terms and
conditions of this Agreement with respect to each separate Trust formed
hereunder, the Trustee on behalf of such Trust shall purchase one or more issues
of Equipment Notes having the identical interest rate as, and final maturity
dates not later than the final Regular Distribution Date of, the series of
Certificates issued in respect of such Trust and, subject to the terms of any
related Intercreditor Agreement and to any terms to the contrary in any
applicable Trust Supplement, shall hold such Equipment Notes in trust for the
benefit of the Certificateholders of such Trust;

                  WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of each Trust created from
time to time pursuant to this Agreement, the Company as the "issuer", as such
term is defined in and solely for purposes of the Securities Act of 1933, as
amended, of the Certificates to be issued in respect of each Trust and as the
"obligor", as such term is defined in and solely for purposes of the Trust
Indenture Act of 1939, as amended to date, has duly authorized the execution and
delivery of this Basic Agreement and is undertaking to perform certain
administrative and ministerial duties hereunder and is also undertaking to pay
the fees and expenses of the Trustee; and

<PAGE>

                  WHEREAS, this Agreement, as supplemented from time to time, is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions;

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

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions. For all purposes of this Basic
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

                  (1)      the terms used herein that are defined in this
                           Article I have the meanings assigned to them in this
                           Article I, and include the plural as well as the
                           singular;

                  (2)      all other terms used herein that are defined in the
                           Trust Indenture Act, either directly or by reference
                           therein, or by the rules promulgated under the Trust
                           Indenture Act, have the meanings assigned to them
                           therein;

                  (3)      all references in this Basic Agreement to designated
                           "Articles", "Sections", "Subsections" and other
                           subdivisions are to the designated Articles,
                           Sections, Subsections and other subdivisions of this
                           Basic Agreement;

                  (4)      the words "herein", "hereof" and "hereunder" and
                           other words of similar import refer to this Basic
                           Agreement as a whole and not to any particular
                           Article, Section, Subsection or other subdivision;

                  (5)      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"; and

                  (6)      the term "this Agreement" (as distinguished from
                           "this Basic Agreement") refers, unless the context
                           otherwise requires, to this Basic Agreement as
                           supplemented by the Trust Supplement creating a
                           particular Trust and establishing the series of
                           Certificates issued or to be issued in respect
                           thereof, with reference to such Trust and such series
                           of Certificates, as this Basic Agreement as so
                           supplemented may be further supplemented with respect
                           to such Trust and such series of Certificates.

         Act: has the meaning, with respect to any Certificateholder, specified
in Section 1.04(a).

         Affiliate: means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such

                                       2

<PAGE>

Person. For the purposes of this definition, "control", when used with respect
to any specified Person, means the power, directly or indirectly, to direct the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         Aircraft: means one or more aircraft, including engines therefor, owned
by or leased to the Company and securing one or more Equipment Notes.

         Authorized Agent: means, with respect to the Certificates of any
series, any Paying Agent or Registrar for the Certificates of such series.

         Basic Agreement: means this Pass Through Trust Agreement, as the same
may from time to time be supplemented, amended or modified, but does not include
any Trust Supplement.

         Book-Entry Certificates: means, with respect to the Certificates of any
series, a beneficial interest in the Certificates of such series, ownership and
transfers of which shall be made through book entries as described in Section
3.05.

         Business Day: means, with respect to the Certificates of any series,
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 Certificate of such series is outstanding, the city and state in
which the Trustee or any related Loan Trustee maintains its Corporate Trust
Office or receives and disburses funds.

         Certificate: means any one of the certificates executed and
authenticated by the Trustee, substantially in the form of Exhibit A hereto.

         Certificate Account: means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(a) and the related Trust Supplement.

         Certificateholder or Holder: means, with respect to the Certificates of
any series, the Person in whose name a Certificate of such series is registered
in the Register for Certificates of such series.

         Certificate Owner: means, for purposes of Section 3.05, with respect to
the Certificates of any series, a Person who owns a Book-Entry Certificate of
such series.

         Clearing Agency: means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended.

         Clearing Agency Participant: means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects, directly or indirectly, book-entry transfers and pledges of
securities deposited with the Clearing Agency.

         Company: means Delta Air Lines, Inc., a Delaware corporation, or its
successor in interest pursuant to Section 5.02.

                                       3

<PAGE>

         Controlling Party: means, with respect to the Certificates of any
series, the Person entitled to act as such pursuant to the terms of the related
Intercreditor Agreement.

         Corporate Trust Office: means, with respect to the Trustee or any Loan
Trustee, the office of such trustee in the city at which at any particular time
its corporate trust business shall be principally administered.

         Cut-off Date: means, with respect to the Certificates of any series,
the date designated as such in the Trust Supplement establishing such series.

         Definitive Certificates: has the meaning, with respect to the
Certificates of any series, specified in Section 3.05.

         Direction: has the meaning specified in Section 1.04(a).

         Distribution Date: means any Regular Distribution Date, Special
Distribution Date or Initial Regular Distribution Date.

         Equipment Note: means, with respect to any Trust, any one of the notes,
certificates or instruments issued pursuant to any Indenture and described as
"Equipment Notes" in, or on a schedule attached to, the Trust Supplement in
respect of such Trust and to be held by the Trustee as part of such Trust,
including any Equipment Note (as so defined) issued under the applicable
Indenture in replacement thereof or substitution therefor.

         ERISA: means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

         Escrow Account: has the meaning, with respect to any Trust, specified
in Section 2.02(b).

         Escrowed Funds: has the meaning, with respect to any Trust, specified
in Section 2.02(b).

         Event of Default: means, in respect of any Trust, an Indenture Event of
Default under any Indenture pursuant to which Equipment Notes held by such Trust
were issued and such other event designated under the related Trust Supplement
as an "Event of Default".

         Fractional Undivided Interest: means the fractional undivided interest
in a Trust that is evidenced by a Certificate relating to such Trust.

         Holder: has the meaning specified in the definition of
"Certificateholder or Holder".

         Indenture: means, with respect to any Trust, each of the one or more
separate trust indenture and security agreements or trust indenture and
mortgages or similar documents described in, or on a schedule attached to, the
Trust Supplement and an indenture or other similar document having substantially
the same terms and conditions which relates to a Substitute

                                       4

<PAGE>

Aircraft, as each such indenture is amended or supplemented in accordance with
its respective terms; and "Indentures" means all of such agreements.

         Indenture Event of Default: means, with respect to any Indenture, any
Event of Default (as such term is defined in such Indenture).

         Initial Regular Distribution Date: means, with respect to the
Certificates of any series, the first Regular Distribution Date on which a
Scheduled Payment is to be made.

         Intercreditor Agreement: means (a) any agreement by and among the
Trustee, as trustee with respect to one or more Trusts, one or more Liquidity
Providers, if applicable, and a Subordination Agent providing, among other
things, for the distribution of payments made in respect of Equipment Notes held
by such Trusts, or (b) such other agreement or agreements designated as an
"Intercreditor Agreement" in the Trust Supplement relating to any Trust.

         Issuance Date: means, with respect to the Certificates of any series,
the date of the issuance of such Certificates.

         Lease: means any lease between an Owner Trustee, as the lessor (or such
other Person acting as the lessor), and the Company, as the lessee, referred to
in the related Indenture, as such lease may be amended, supplemented or
otherwise modified in accordance with its terms; and "Leases" means all such
Leases.

         Letter of Representations: means, with respect to the Certificates of
any series, an agreement among the Company, the Trustee and the initial Clearing
Agency substantially in the form attached as an Exhibit to the related Trust
Supplement, as such letter may be modified or supplemented, or any successor
letter thereto.

         Liquidity Facility: means, with respect to the Certificates of any
series or any Equipment Notes, (a) any revolving credit agreement, letter of
credit, insurance policy, surety bond or financial guaranty or similar facility
for the provision of liquidity support relating to the Certificates of such
series between a Liquidity Provider and a Subordination Agent or one or more
other Persons, as amended, replaced, supplemented or otherwise modified from
time to time in accordance with its terms and, if applicable, the terms of any
Intercreditor Agreement, or (b) such other agreement or agreements designated as
a "Liquidity Facility" in the Trust Supplement relating to any Trust.

         Liquidity Provider: means, with respect to the Certificates of any
series, a bank, insurance company, financial institution or other Person that
agrees to provide a Liquidity Facility for the benefit of the holders of
Certificates of such series.

         Loan Trustee: means, with respect to any Equipment Note or the
Indenture applicable thereto, the bank, trust company or other financial
institution designated as loan or indenture trustee under such Indenture, and
any successor to such Loan Trustee as such trustee; and "Loan Trustees" means
all of the Loan Trustees under the Indentures.

                                       5

<PAGE>

         Note Documents: means, with respect to the Certificates of any series,
the Equipment Notes with respect to such Certificates and, with respect to such
Equipment Notes, the related Indenture, Participation Agreement, and, if the
related Aircraft is leased to the Company, the related Lease and the related
Purchase Agreement Assignment (as defined in the related Lease), if any.

         Officer's Certificate: means a certificate signed in the case of the
Company, the Trustee, an Owner Trustee or a Loan Trustee, a Responsible Officer
of the Company, the Trustee or such Owner Trustee or such Loan Trustee, as the
case may be.

         Opinion of Counsel: means a written opinion of legal counsel who: (a)
in the case of counsel for the Company may be either a senior attorney of the
Company one of whose principal duties is furnishing advice as to legal matters,
or such other counsel designated by the Company and reasonably acceptable to the
Trustee, and (b) in the case of any Owner Trustee or any Loan Trustee, such
counsel as they may designate, whether or not such counsel is an employee of any
of them, and who shall be reasonably acceptable to the Trustee.

         Outstanding: when used with respect to Certificates of any series,
means, as of the date of determination, all Certificates of such series
theretofore authenticated and delivered under this Agreement, except:

                  (i)      Certificates of such series theretofore cancelled by
         the Registrar or delivered to the Trustee or the Registrar for
         cancellation;

                  (ii)     all of the Certificates of such series if money in
         the full amount required to make the final distribution with respect to
         such series pursuant to Section 11.01 hereof has been deposited with
         the Trustee of such series as provided in Section 4.01, pending
         distribution of such money to such Certificateholders pursuant to
         payment of such final distribution payment; and

                  (iii)    Certificates of such series in exchange for or in
         lieu of which other Certificates of such series have been authenticated
         and delivered pursuant to this Agreement.

         Owner Participant: means, with respect to any Equipment Note, the
"Owner Participant", if any, as referred to in the Indenture pursuant to which
such Equipment Note is issued and any permitted successor or assign of such
Owner Participant; and "Owner Participants" at any time of determination means
all of the Owner Participants thus referred to in the Indentures.

         Owner Trustee: means, with respect to any Equipment Note, the "Owner
Trustee", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued, not in its individual capacity but solely as trustee;
and "Owner Trustees" means all of the Owner Trustees party to any of the related
Indentures.

         Participation Agreement: means, with respect to the Certificates of any
series, any participation or similar agreement providing for, among other
things, the purchase of Equipment

                                       6

<PAGE>

Notes by the Trustee on behalf of the relevant Trust; and "Participation
Agreements" means all of such agreements.

         Paying Agent: means, with respect to the Certificates of any series,
the paying agent maintained and appointed for the Certificates of such series
pursuant to Section 7.12.

         Permitted Investments: means obligations of the United States of
America or agencies or instrumentalities thereof for the payment of which the
full faith and credit of the United States of America is pledged, maturing in
not more than 60 days after the date of acquisition thereof or such lesser time
as is required for the distribution of any Special Payments on a Special
Distribution Date.

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

         Pool Balance: means, with respect to the Certificates of any series as
of any date, except to the extent otherwise provided in the applicable Trust
Supplements, (i) the original aggregate face amount of the Certificates of such
series less (ii) the aggregate amount of all distributions made in respect of
such Certificates other than distributions made in respect of interest or
premium or reimbursement of any costs or expenses incurred in connection
therewith. The Pool Balance as of any Regular Distribution Date or Special
Distribution Date with respect to such series shall be computed after giving
effect to the payment of principal, if any, on the Equipment Notes or other
Trust Property held in the Trust and the distribution thereof to be made on such
date.

         Pool Factor: means, with respect to any series of Certificates as of
any date, except to the extent otherwise provided in the applicable Trust
Supplement, the quotient (rounded to the seventh decimal place, with 0.00000005
being rounded upward) computed by dividing (i) the Pool Balance of such series
as of such date by (ii) the original aggregate face amount of the Certificates
of such series. The Pool Factor as of any Regular Distribution Date or Special
Distribution Date with respect to such series shall be computed after giving
effect to the payment of principal, if any, on the Equipment Notes or other
Trust Property held in the Trust relating to such series and the distribution
thereof to be made on such date.

         Postponed Notes: means, with respect to any Trust or the related series
of Certificates, the Equipment Notes to be held in such Trust as to which a
Postponement Notice shall have been delivered pursuant to Section 2.02(b).

         Postponement Notice: means, with respect to any Trust or the related
series of Certificates, an Officer's Certificate of the Company: (i) requesting
that the Trustee temporarily postpone purchase of the related Equipment Notes to
a date later than the Issuance Date of such series of Certificates, (ii)
identifying the amount of the purchase price of each such Equipment Note and the
aggregate purchase price for all such Equipment Notes, (iii) setting forth the
reasons for such postponement, and (iv) with respect to each such Equipment
Note, either (a) setting or resetting a new Transfer Date (which shall be on or
prior to the applicable Cut-off Date) for

                                       7

<PAGE>

payment by the Trustee of such purchase price and issuance of the related
Equipment Note (subject to subsequent change from time to time in accordance
with the relevant Participation Agreement), or (b) indicating that such new
Transfer Date (which shall be on or prior to the applicable Cut-off Date) will
be set by subsequent written notice not less than one Business Day prior to such
new Transfer Date (subject to subsequent change from time to time in accordance
with the relevant Participation Agreement).

         Potential Purchaser: has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

         Purchasing Certificateholder: has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

         Record Date: means, with respect to any Trust or the related series of
Certificates, (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Regular
Distribution Date, or such other date as shall be specified for such series in
the applicable Trust Supplement, and (ii) for Special Payments to be distributed
on any Special Distribution Date, other than the final distribution with respect
to such series, the 15th day (whether or not a Business Day) preceding such
Special Distribution Date, or such other date as shall be specified for such
series in the applicable Trust Supplement.

         Register and Registrar: means, with respect to the Certificates of any
series, the register maintained and the registrar appointed pursuant to Sections
3.04 and 7.12, respectively.

         Regular Distribution Date: means, with respect to distributions of
Scheduled Payments in respect of any series of Certificates, each date
designated as such in this Agreement, until payment of all the Scheduled
Payments to be made under the Equipment Notes held in the Trust have been made
or until such Equipment Notes have been redeemed or otherwise prepaid in full.

         Request: means a request by the Company setting forth the subject
matter of the request accompanied by an Officer's Certificate and an Opinion of
Counsel as provided in Section 1.02 of this Basic Agreement.

         Responsible Officer: means, with respect to any Trustee, any Loan
Trustee and any Owner Trustee, any officer in the Corporate Trust Department or
similar department of the Trustee, such Loan Trustee or such Owner Trustee, as
the case may be, or any other officer customarily performing functions similar
to those performed by the persons who at the time shall be such officers or to
whom any corporate trust matter is referred because of his knowledge of and
familiarity with a particular subject, and with respect to the Company, its
Chairman of the Board, its President, any Senior Vice President, the Chief
Financial Officer, any Vice President, the Treasurer, the Controller or the
Secretary.

         Responsible Party: means, with respect to the Certificates of any
series, the Company or the other Person designated as such in the related Trust
Supplement.

                                       8

<PAGE>

         Scheduled Payment: means, with respect to any Equipment Note, except to
the extent otherwise provided in the applicable Trust Supplement, (i) any
distribution in respect of principal or interest on such Equipment Note (other
than any such payment which is not in fact received by the Trustee or any
Subordination Agent within five days after the date on which such payment is
scheduled to be made) or (ii) any distribution in respect of principal or
interest on such Equipment Note to the Holders of the Certificates of any series
with funds drawn under the Liquidity Facility for such series (other than any
such payment which is not in fact received by the Trustee or any Subordination
Agent within five days after the date upon which payment is scheduled to be
made), which payment in the case of clause (i) or clause (ii) represents an
installment of principal on such Equipment Note at the stated maturity of such
installment, or the payment of regularly scheduled interest accrued on the
unpaid principal amount of such Equipment Note, or both; provided, however, that
any payment of principal, premium, if any, or interest resulting from the
redemption or purchase of any Equipment Note shall not constitute a Scheduled
Payment.

         SEC: means the Securities and Exchange Commission, as from time to time
constituted or created under the Securities Exchange Act of 1934, as amended,
or, if at any time such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties on such date.

         Selling Certificateholder: has the meaning, with respect to any
Certificateholder, specified in Section 6.01(d).

         Special Distribution Date: means, with respect to the Certificates of
any series, each date on which a Special Payment is to be distributed as
specified in this Agreement.

         Special Payment: means, except to the extent otherwise provided in the
applicable Trust Supplement, (i) any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note held in a Trust or the
Collateral or Trust Indenture Estate, as the case may be (in each case, as
defined in each Indenture relating to such Trust), (ii) the amounts required to
be distributed pursuant to the last paragraph of Section 2.02(b), or (iii) the
amounts required to be distributed pursuant to the penultimate paragraph of
Section 2.02(b).

         Special Payments Account: means, with respect to the Certificates of
any series, the account or accounts created and maintained for such series
pursuant to Section 4.01(b) and the related Trust Supplement.

         Specified Investments: means, with respect to any Trust, unless
otherwise specified in the related Trust Supplement, (i) obligations of or
guaranteed by the United States Government, (ii) open market commercial paper of
any corporation incorporated under the laws of the United States of America or
any State thereof rated at least P-2 or its equivalent by Moody's Investors
Service, Inc. or at least A-2 or its equivalent by Standard & Poor's Ratings
Services (including the Trustee if such conditions are met), (iii) certificates
of deposit issued by commercial banks organized under the laws of the United
States or of any political subdivision thereof having a combined capital and
surplus in excess of $500,000,000 which banks or their holding companies have a
rating of A or its equivalent by Moody's Investors Service, Inc. or A2 or its
equivalent by

                                       9

<PAGE>

Standard & Poor's Ratings Services (including the Trustee if such conditions are
met); provided, however, that the aggregate amount at any one time so invested
in certificates of deposit issued by any one bank shall not exceed 5% of such
bank's capital and surplus, (iv) United States dollar denominated offshore
certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in (iii) or any subsidiary thereof, and (v) repurchase
agreements with any financial institution having combined capital and surplus of
at least $500,000,000 (including the Trustee if such conditions are met) with
any of the obligations described in clauses (i) through (iv) as collateral;
provided further that if all of the above investments are unavailable, the
entire amounts to be invested may be used to purchase Federal Funds from an
entity described in clause (iii) above; and provided further that no investment
shall be eligible as a "Specified Investment" unless the final maturity or date
of return of such investment is on or before the Special Distribution Date next
following the Cut-off Date for such Trust by at least 15 days.

         Subordination Agent: has the meaning, with respect to the Certificates
of any series, specified therefor in the relevant Intercreditor Agreement.

         Substitute Aircraft: means, with respect to any Trust, any Aircraft of
a type specified in this Agreement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms
of this Agreement.

         Transfer Date: has the meaning, with respect to the Certificates of any
series, assigned to that term or any of the terms "Delivery Date", "Funding
Date" or "Closing Date" in any relevant Participation Agreement, and in any
event refers to any such date as it may be changed from time to time in
accordance with the terms of such Participation Agreement.

         Triggering Event: has the meaning, with respect to the Certificates of
any series, specified therefor in the relevant Intercreditor Agreement.

         Trust: means, with respect to the Certificates of any series, the
separate trust created under this Agreement.

         Trustee: means, with respect to any particular Trust, the institution
executing this Agreement as the Trustee, or its successor in interest, and any
successor or other trustee appointed as provided herein (it being understood
that the same institution need not act as the Trustee in respect of all of the
Trusts created pursuant to this Basic Agreement and the Trust Supplements).

         Trust Indenture Act: means, with respect to any particular Trust, the
Trust Indenture Act of 1939, as amended and in force at the date as of which the
related Trust Supplement was executed.

         Trust Property: means, with respect to any Trust, except to the extent
otherwise provided in the applicable Trust Supplement, (i) subject to any
related Intercreditor Agreement, the Equipment Notes held as the property of
such Trust, all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) debt instruments, if any, issued by the Company in
accordance with the first paragraph of Section 2.02(b), (iii) funds from time to
time deposited

                                       10

<PAGE>

in the related Escrow Account, the related Certificate Account and the related
Special Payments Account and, subject to any related Intercreditor Agreement,
any proceeds from the sale by the Trustee pursuant to Article VI hereof of any
Equipment Note referred to in (i) above, (iv) all rights of such Trust and the
Trustee, on behalf of the Trust, under any Intercreditor Agreement or Liquidity
Facility, including, without limitation, all rights to receive all monies and
other property payable thereunder, and (v) all monies or other property
receivable under any Intercreditor Agreement or Liquidity Facility for such
Trust.

         Trust Supplement: means an agreement supplemental hereto pursuant to
which (i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing fractional undivided interests in such Trust is authorized and
(iii) the terms of the Certificates of such series are established, as such
agreement may from time to time be supplemented, amended or otherwise modified.

                  Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any
action under any provision of this Basic Agreement or, in respect of the
Certificates of any series, this Agreement, the Company, such Owner Trustee or
such Loan Trustee, as the case may be, shall furnish to the Trustee (i) an
Officer's Certificate stating that, in the opinion of the signer or signers, all
conditions precedent, if any, provided for in this Basic Agreement or this
Agreement relating to the proposed action have been satisfied and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been satisfied, except that in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Basic Agreement or this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished. Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Basic Agreement or,
in respect of the Certificates of any series, this Agreement (other than a
certificate provided pursuant to Section 8.04(d)) or any Trust Supplement shall
include:

                  (1)      a statement that each individual signing such
                           certificate or opinion has read such covenant or
                           condition and the definitions in this Basic Agreement
                           or this Agreement relating thereto;

                  (2)      a brief statement as to the nature and scope of the
                           examination or investigation upon which the
                           statements or opinions contained in such certificate
                           or opinion are based;

                  (3)      a statement that, in the opinion of each such
                           individual, he has made such examination or
                           investigation as is necessary to enable him to
                           express an informed opinion as to whether or not such
                           covenant or condition has been satisfied; and

                  (4)      a statement as to whether, in the opinion of each
                           such individual, such condition or covenant has been
                           satisfied.

                                       11

<PAGE>

                  Section 1.03. Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters and any such Person may certify or give an opinion
as to such matters in one or several documents.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Basic Agreement or, in respect of the Certificates
of any series, this Agreement, they may, but need not, be consolidated and form
one instrument.

                  Section 1.04. Directions of Certificate Holders. (a) Any
direction, consent, request, demand, authorization, notice, waiver or other
action provided by this Agreement or in respect of the Certificates of any
series to be given or taken by Certificateholders (a "Direction") may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent or proxy duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, when it is expressly required pursuant to this Agreement, to
the Company or any Loan Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent or
proxy shall be sufficient for any purpose of this Agreement and conclusive in
favor of the Trustee, the Company and the related Loan Trustee, if made in the
manner provided in this Section 1.04.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or such other officer, and where
such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

                  (c)      In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates of any series
Outstanding have given any Direction under this Agreement, Certificates owned by
the Company, any related Owner Trustee, any related Owner Participant or any
Affiliate of any such Person shall be disregarded and deemed not to be
Outstanding for purposes of any such determination. In determining whether the
Trustee is protected in relying upon any such Direction, only Certificates which
the Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates of any series
Outstanding, such Certificates shall not be so disregarded, and

                                       12

<PAGE>

(ii) if any amount of Certificates of any series owned by any such Person have
been pledged in good faith, such Certificates shall not be disregarded if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Certificates and that the pledgee is not the Company,
any related Owner Trustee, any related Owner Participant or any Affiliate of any
such Person.

                  (d)      The Company may, at its option, by delivery of an
Officer's Certificate to the Trustee, set a record date to determine the
Certificateholders in respect of the Certificates of any series entitled to give
any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such
record date shall be the record date specified in such Officer's Certificate,
which shall be a date not more than 30 days prior to the first solicitation of
Certificateholders of the applicable series in connection therewith. If such a
record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of the applicable series of record at the
close of business on such record date shall be deemed to be Certificateholders
for the purposes of determining whether Certificateholders of the requisite
proportion of Outstanding Certificates of such series have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates of such series shall be computed as of such record date; provided,
however, that no such Direction by the Certificateholders on such record date
shall be deemed effective unless it becomes effective pursuant to the provisions
of this Agreement not later than one year after such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be deemed cancelled and of no
effect).

                  (e)      Any Direction by the Holder of any Certificate shall
bind the Holder of every Certificate issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such Direction
is made upon such Certificate.

                  (f)      Except as otherwise provided in Section 1.04(c),
Certificates of any series owned by or pledged to any Person shall have an equal
and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates of such
series.

                  (g)      The Company and the Trustee may make reasonable rules
for action by or at a meeting of Certificateholders.

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                          ACQUISITION OF TRUST PROPERTY

                  Section 2.01. Amount Unlimited; Issuable in Series. (a) The
aggregate face amount of Certificates that may be authenticated and delivered
under this Basic Agreement is unlimited. The Certificates may be issued from
time to time in one or more series and shall be designated generally as the
"Pass Through Certificates", with such further designations added or
incorporated in such title for the Certificates of each series as are specified
in the related Trust

                                       13

<PAGE>

Supplement. Each Certificate shall bear upon its face the designation so
selected for the series to which it belongs. All Certificates of the same series
shall be substantially identical except that the Certificates of a series may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series. Each series of
Certificates issued pursuant to this Agreement will evidence fractional
undivided interests in the related Trust and, except as may be specified in any
Intercreditor Agreement or in the applicable Trust Supplement, will have no
rights, benefits or interests in respect of any other Trust or the Trust
Property held therein. All Certificates of the same series shall be in all
respects equally and ratably entitled to the benefits of this Agreement without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Agreement.

                  (b)      The following matters shall be established with
respect to the Certificates of each series issued hereunder by a Trust
Supplement executed and delivered by and between the Company and the Trustee:

                  (1)      the formation of the Trust as to which the
                           Certificates of such series represent fractional
                           undivided interests and its designation (which
                           designation shall distinguish such Trust from each
                           other Trust created under this Basic Agreement and a
                           Trust Supplement);

                  (2)      the specific title of the Certificates of such series
                           (which title shall distinguish the Certificates of
                           such series from each other series of Certificates
                           created under this Basic Agreement and a Trust
                           Supplement);

                  (3)      subject to Section 2.01(a) hereof, any limit upon the
                           aggregate face amount of the Certificates of such
                           series which may be authenticated and delivered under
                           this Basic Agreement (which limit shall not pertain
                           to Certificates authenticated and delivered upon
                           registration of transfer of, or in exchange for, or
                           in lieu of, other Certificates of the series pursuant
                           to Sections 3.03, 3.04, 3.05(d) and 3.06);

                  (4)      the Cut-off Date with respect to the Certificates of
                           such series and the related Trust;

                  (5)      the Regular Distribution Dates applicable to the
                           Certificates of such series;

                  (6)      the Special Distribution Dates applicable to the
                           Certificates of such series;

                  (7)      if other than as provided in Section 3.04 or Section
                           7.12(b), the Registrar or the Paying Agent for the
                           Certificates of such series, including any
                           Co-Registrar or additional Paying Agent;

                  (8)      if other than as provided in Section 3.01, the
                           denominations in which the Certificates of such
                           series shall be issuable;

                  (9)      the specific form of the Certificates of such series
                           (including the interest

                                       14

<PAGE>

                           rate applicable thereto) and whether or not
                           Certificates of such series are to be issued as
                           Book-Entry Certificates and, if such Certificates are
                           to be Book-Entry Certificates, the form of Letter of
                           Representations, if any;

                  (10)     a description of the Equipment Notes to be acquired
                           and held in the Trust formed by such Trust Supplement
                           and of the related Aircraft and Note Documents;

                  (11)     provisions with respect to the terms for which the
                           definitions set forth in Article I hereof or the
                           terms of any Section hereof, including Section 11.01
                           hereof, permit or require further specification in
                           the related Trust Supplement;

                  (12)     any restrictions (including legends) in respect of
                           ERISA or tax matters;

                  (13)     the acceptance of appointment by the institution
                           named to act as Trustee with respect to such Trust,
                           if different from the institution executing this
                           Basic Agreement or its successor;

                  (14)     whether such series will be subject to an
                           Intercreditor Agreement and, if so, the specific
                           designation of such Intercreditor Agreement and the
                           rights of Potential Purchasers upon the occurrence of
                           a Triggering Event;

                  (15)     whether such series will have the benefit of a
                           Liquidity Facility and, if so, any terms appropriate
                           thereto;

                  (16)     whether there will be a deposit agreement, escrow
                           agreement or other arrangement prior to the delivery
                           of one or more Aircraft or the commencement of the
                           Lease in respect of one or more Aircraft and, if so,
                           any terms appropriate thereto;

                  (17)     the extent, if any, to which the Company may acquire
                           Certificates and deliver such Certificates or cash to
                           the respective Trusts and obtain the release of
                           Equipment Notes or other Trust Property held by such
                           Trusts;

                  (18)     if the Certificates of such series are to be issued
                           in bearer form, the forms thereof and any other
                           special terms relating thereto;

                  (19)     the "Responsible Party" for purposes of directing the
                           Trustee to make Specified Investments; and

                  (20)     any other terms of the Certificates of such series
                           (which terms shall not be inconsistent with the
                           provisions of the Trust Indenture Act but may modify,
                           amend, supplement or delete any of the terms of this
                           Basic Agreement), including any terms of the
                           Certificates of such series which may be required or
                           advisable under United States laws or regulations or
                           advisable (as determined by the Company) in
                           connection with the marketing of Certificates of the
                           series.

                                       15

<PAGE>

                  (c)      At any time and from time to time after the execution
and delivery of this Basic Agreement and a Trust Supplement forming a Trust and
establishing the terms of Certificates of a series, Certificates of such series
shall be executed, authenticated and delivered by the Trustee to the Person or
Persons specified by the Company upon request of the Company and upon
satisfaction or waiver of any conditions precedent set forth in such Trust
Supplement or in any other document to which a Trustee is a party relating to
the issuance of the Certificates of such series.

                  Section 2.02. Acquisition of Equipment Notes. (a) Unless
otherwise specified in the related Trust Supplement, on or prior to the Issuance
Date of the Certificates of a series, the Trustee shall execute and deliver the
related Participation Agreements in the form delivered to the Trustee by the
Company. The Trustee shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result in the
receipt of consideration in an amount equal to the aggregate purchase price of
the Equipment Notes contemplated to be purchased by the Trustee under the
related Participation Agreements and, concurrently therewith (unless the Company
shall have delivered to the Trustee the Postponement Notice relating to one or
more Postponed Notes pursuant to Subsection (b) below), the Trustee shall
purchase, pursuant to the terms and conditions of the Participation Agreements,
such Equipment Notes (except Postponed Notes, if any) at a purchase price equal
to the amount of such consideration so received. Except as provided in Sections
3.03, 3.04, 3.05 and 3.06 hereof, the Trustee shall not execute, authenticate or
deliver Certificates of such series in excess of the aggregate amount specified
in this paragraph. The provisions of this Subsection (a) are subject to the
provisions of Subsection (b) below.

                  (b)      If on or prior to the Issuance Date with respect to a
series of Certificates the Company delivers to the Trustee a Postponement Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such Postponed Notes and shall deposit into an escrow account (as to the
related Trust, the "Escrow Account") to be maintained as part of the related
Trust an amount equal to the purchase price of such Postponed Notes (the
"Escrowed Funds"). The portion of the Escrowed Funds so deposited with respect
to any particular Postponed Notes shall be invested (a) by the Trustee at the
direction and risk of, and for the benefit of, the Responsible Party in
Specified Investments or (b) if provided in the Trust Supplement relating to
such series of Certificates and subject to the terms and conditions set forth
therein, in debt instruments of the Company, in each case (i) maturing no later
than any scheduled Transfer Date relating to such Postponed Notes, or (ii) if no
such Transfer Date has been scheduled, maturing on the next Business Day, or
(iii) if subsequent to the giving of the applicable Postponement Notice the
Company has given notice to the Trustee that such Postponed Notes will not be
issued, maturing on the next applicable Special Distribution Date, if such
investments are reasonably available for purchase. The Trustee shall make
withdrawals from the Escrow Account only as provided in this Agreement. Upon
request of the Company on one or more occasions and the satisfaction or waiver
of the closing conditions specified in the applicable Participation Agreements
on or prior to the related Cut-off Date, the Trustee shall purchase the
applicable Postponed Notes, on the terms specified in such Participation
Agreements, with the Escrowed Funds withdrawn from the Escrow Account.

                                       16

<PAGE>

                  The Trustee shall hold all Specified Investments until the
maturity thereof and will not sell or otherwise transfer Specified Investments.
If Specified Investments held in an Escrow Account mature prior to any
applicable Transfer Date, any proceeds received on the maturity of such
Specified Investments (other than any earnings thereon) shall be reinvested by
the Trustee at the written direction and risk of, and for the benefit of, the
Responsible Party in Specified Investments maturing as provided in the preceding
paragraph.

                  Subject to the provisions of the Intercreditor Agreement, any
earnings on Specified Investments received from time to time by the Trustee
shall be promptly distributed to the Responsible Party. The Responsible Party
shall pay to the Trustee for deposit to the relevant Escrow Account an amount
equal to any net losses on any Specified Investments made at its direction and
risk as incurred. On any Regular Distribution Date in respect of the
Certificates of any series occurring prior to the date of purchase of any
Postponed Notes by the Trustee, the Responsible Party will pay (in immediately
available funds) to the Trustee an amount equal to the interest that would have
accrued on such Postponed Notes if such Postponed Notes had been purchased on
the later of the Issuance Date or the previous Regular Distribution Date in
respect of the Certificates of such series to, but not including, such Regular
Distribution Date. On the first Regular Distribution Date in respect of the
Certificates of any series following the purchase of any Postponed Notes by the
Trustee, the Responsible Party will pay (in immediately available funds) to the
Trustee an amount equal to the interest that would have accrued on such
Postponed Notes if such Postponed Notes had been purchased on the later of the
Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, the date of the purchase of
such Postponed Notes by the Trustee.

                  If, in respect of the Certificates of any series, the Company
notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not
be issued on or prior to the Cut-off Date for any reason, on the next Special
Distribution Date for such Certificates occurring not less than 15 days
following the date of such notice, (i) the Responsible Party shall pay (in
immediately available funds) to the Trustee for deposit in the related Special
Payments Account, an amount equal to the interest that would have accrued on the
Postponed Notes designated in such notice from the later of the Issuance Date or
the previous Regular Distribution Date in respect of the Certificates of such
series to, but not including, such Special Distribution Date and (ii) the
Trustee shall transfer an amount equal to that amount of Escrowed Funds that
would have been used to purchase the Postponed Notes designated in such notice
and the amount paid by the Responsible Party pursuant to the immediately
preceding clause (i) to the related Special Payments Account for distribution as
a Special Payment in accordance with the provisions hereof.

                  If, on such Cut-off Date, an amount equal to less than all of
the Escrowed Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) has been used to purchase Postponed Notes, on the next
Special Distribution Date occurring not less than 15 days following such Cut-off
Date (i) the Responsible Party shall pay to the Trustee for deposit in such
Special Payments Account, in immediately available funds, an amount equal to the
interest that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately preceding paragraph) but not so purchased from the later of
the Issuance Date or the previous Regular Distribution

                                       17

<PAGE>

Date in respect of the Certificates of such series to, but not including, such
Special Distribution Date and (ii) the Trustee shall transfer such unused
Escrowed Funds and the amount paid by the Responsible Party pursuant to the
immediately preceding clause (i) to such Special Payments Account for
distribution as a Special Payment in accordance with the provisions hereof.

                  Section 2.03. Acceptance by Trustee. The Trustee, by the
execution and delivery of a Trust Supplement creating a Trust and establishing a
series of Certificates, shall acknowledge its acceptance of all right, title and
interest in and to the Trust Property to be acquired pursuant to Section 2.02
hereof and the related Participation Agreements and shall declare that the
Trustee holds and will hold such right, title and interest for the benefit of
all then present and future Certificateholders of such series, upon the trusts
herein and in such Trust Supplement set forth. By the acceptance of each
Certificate of such series issued to it under this Agreement, each initial
Holder of such series as grantor of such Trust shall thereby join in the
creation and declaration of such Trust. No Certificateholder of any series shall
have legal title to any part of the Trust Property of the related Trust.

                  Section 2.04. Limitation of Powers. Each Trust shall be
constituted solely for the purpose of making the investment in the Equipment
Notes provided for in the related Trust Supplement, and, except as set forth
herein or in such related Trust Supplement, the Trustee shall not be authorized
or empowered to acquire any other investments or engage in any other activities.
Except to the extent otherwise provided in the applicable Trust Supplement, the
Trustee shall not be authorized or empowered to do anything that would cause
such Trust to fail to qualify as a "grantor trust" for federal income tax
purposes (including as subject to this restriction, acquiring any Aircraft (as
defined in the related Indentures) by bidding such Equipment Notes or otherwise,
or taking any action with respect to any such Aircraft once acquired).

                                  ARTICLE III

                                THE CERTIFICATES

                  Section 3.01. Form, Denomination and Execution of
Certificates. Except to the extent otherwise specified in the applicable Trust
Supplement, the Certificates of each series shall be issued in fully registered
form without coupons and shall be substantially in the form attached hereto as
Exhibit A, with such omissions, variations and insertions as are permitted by
this Agreement, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any applicable laws, rules, regulations or the rules of
any securities exchange on which such Certificates may be listed or to conform
to any usage in respect thereof, or as may, consistently herewith, be determined
by the Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or such officers' execution of the Certificates.

                  Except as provided in Section 3.05, the definitive
Certificates of such series shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which

                                       18

<PAGE>

the Certificates may be listed, all as determined by the officers executing such
Certificates, as evidenced by their execution of such Certificates.

                  Except as otherwise provided in the related Trust Supplement,
the Certificates of each series shall be issued in minimum denominations of
$1,000 or integral multiples thereof except that one Certificate of such series
may be issued in a different denomination. The Certificates of such series shall
be executed on behalf of the Trustee by manual or facsimile signature of a
Responsible Officer of the Trustee. Certificates of any series bearing the
manual or facsimile signature of an individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Trustee shall be
valid and binding obligations of the Trustee, notwithstanding that such
individual has ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such office at the date of such
Certificates.

                  Section 3.02. Authentication of Certificates. (a) Except to
the extent otherwise specified in the applicable Trust Supplement, on the
Issuance Date, the Trustee shall duly execute, authenticate and deliver
Certificates of each series in authorized denominations equaling in the
aggregate the aggregate face amount of the Equipment Notes that may be purchased
by the Trustee pursuant to the related Participation Agreements, and evidencing
the entire ownership of the related Trust. Thereafter, the Trustee shall duly
execute, authenticate and deliver the Certificates of such series as herein
provided.

                  (b)      No Certificate of any series shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form
set forth in Exhibit A hereto executed by the Trustee by manual signature, and
such certificate of authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates of any series shall be
dated the date of their authentication.

                  Section 3.03. Temporary Certificates. Until definitive
Certificates are ready for delivery, the Trustee shall execute, authenticate and
deliver temporary Certificates of each series. Temporary Certificates of each
series shall be substantially in the form of definitive Certificates of such
series but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the officers executing the temporary
Certificates of such series, as evidenced by their execution of such temporary
Certificates. If temporary Certificates of any series are issued, the Trustee
will cause definitive Certificates of such series to be prepared without
unreasonable delay. After the preparation of definitive Certificates of such
series, the temporary Certificates shall be exchangeable for definitive
Certificates upon surrender of such temporary Certificates at the Corporate
Trust Office or the office or agency of the Trustee designated for such purpose
pursuant to Section 7.12, without charge to the Certificateholder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute, authenticate and deliver in exchange therefor a like face
amount of definitive Certificates of like series, in authorized denominations
and of a like Fractional Undivided Interest. Until so exchanged, such temporary
Certificates shall be entitled to the same benefits under this Agreement as
definitive Certificates of such series.

                                       19

<PAGE>

                  Section 3.04. Transfer and Exchange. The Trustee shall cause
to be kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the "Register") for each series of
Certificates in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates of
such series and of transfers and exchanges of such Certificates as herein
provided. The Trustee shall initially be the registrar (the "Registrar") for the
purpose of registering such Certificates of each series and transfers and
exchanges of such Certificates as herein provided.

                  All Certificates issued upon any registration of transfer or
exchange of Certificates of any series shall be valid obligations of the
applicable Trust, evidencing the same interest therein, and entitled to the same
benefits under this Agreement, as the Certificates of such series surrendered
upon such registration of transfer or exchange.

                  Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest.

                  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of like series, in authorized denominations and
of a like aggregate Fractional Undivided Interest, upon surrender of the
Certificates to be exchanged at any such office or agency. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate and deliver the Certificates that the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Registrar duly executed by the Certificateholder thereof or its attorney duly
authorized in writing.

                  No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee shall
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. All
Certificates surrendered for registration of transfer or exchange shall be
cancelled and subsequently destroyed by the Trustee.

                  Section 3.05. Book-Entry and Definitive Certificates. (a)
Except for one Certificate of each series that may be issued in a denomination
of other than an even multiple of $1,000, the Certificates of any series may be
issued at the option of the Company in the form of one or more typewritten
Certificates representing the Book-Entry Certificates of such series, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Company. In such case, the Certificates of such series
delivered to The Depository Trust Company shall initially be registered on the
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates of such series, except as
provided in Subsection (d) below. As to the Certificates of any such series
(other than the one Certificate or such series issued in a denomination of other
than an even multiple of $1,000),

                                       20

<PAGE>

unless and until definitive, fully registered Certificates (the "Definitive
Certificates") have been issued pursuant to Subsection (d) below:

                  (1)      the provisions of this Section 3.05 shall be in full
                           force and effect;

                  (2)      the Company, the Paying Agent, the Registrar and the
                           Trustee may deal with the Clearing Agency for all
                           purposes (including the making of distributions on
                           the Certificates);

                  (3)      to the extent that the provisions of this Section
                           3.05 conflict with any other provisions of this
                           Agreement (other than the provisions of any Trust
                           Supplement expressly amending this Section 3.05 as
                           permitted by this Basic Agreement), the provisions of
                           this Section 3.05 shall control;

                  (4)      the rights of Certificate Owners shall be exercised
                           only through the Clearing Agency and shall be limited
                           to those established by law and agreements between
                           such Certificate Owners and the Clearing Agency
                           Participants; and until Definitive Certificates are
                           issued pursuant to Subsection (d) below, the Clearing
                           Agency will make book-entry transfers among the
                           Clearing Agency Participants and receive and transmit
                           distributions of principal, interest and premium, if
                           any, on the Certificates to such Clearing Agency
                           Participants;

                  (5)      such Certificates of such series may be transferred
                           in whole, but not in part, and in the manner provided
                           in Section 3.04, by the Clearing Agency holding such
                           Certificates to a nominee of such Clearing Agency, or
                           by such Clearing Agency to a successor Clearing
                           Agency that has been selected or approved by the
                           Company or to a nominee of such successor Clearing
                           Agency; and

                  (6)      whenever this Agreement requires or permits actions
                           to be taken based upon instructions or directions of
                           Certificateholders of such series holding
                           Certificates of such series evidencing a specified
                           percentage of the Fractional Undivided Interests in
                           the related Trust, the Clearing Agency shall be
                           deemed to represent such percentage only to the
                           extent that it has received instructions to such
                           effect from Clearing Agency Participants owning or
                           representing, respectively, such required percentage
                           of the beneficial interest in Certificates of such
                           series and has delivered such instructions to the
                           Trustee. Neither the Company nor the Trustee shall
                           have any obligation to determine whether the Clearing
                           Agency has in fact received any such instructions.

                  (b)      Whenever notice or other communication to the
Certificateholders of a series is required under this Agreement, unless and
until Definitive Certificates shall have been issued pursuant to Subsection (d)
below, the Trustee shall give all such notices and communications specified
herein to be given to Certificateholders of such series to the Clearing Agency.

                                       21

<PAGE>

                  (c)      Except as otherwise provided in the related Trust
Supplement, the Trustee shall enter into the applicable Letter of
Representations with respect to each series of Certificates and fulfill its
responsibilities thereunder.

                  (d)      If with respect to the Certificates of any series (i)
the Company advises the Trustee in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities and the Trustee or
the Company is unable to locate a qualified successor, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Certificate Owners of Book-Entry Certificates of such
series evidencing Fractional Undivided Interests aggregating not less than a
majority in interest in the related Trust, by Act of such Certificate Owners
delivered to the Company and the Trustee, advise the Company, the Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency Participants is
no longer in the best interests of the Certificate Owners of such series, then
the Trustee shall notify all Certificate Owners of such series, through the
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Certificates. Upon surrender to the Trustee of all the Certificates
of such series held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency Participants for registration of
Definitive Certificates in the names of Certificate Owners of such series, the
Trustee shall issue and deliver the Definitive Certificates of such series in
accordance with the instructions of the Clearing Agency. Neither the Company,
the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the issuance of
Definitive Certificates of such series, the Trustee shall recognize the Persons
in whose names the Definitive Certificates are registered in the Register as
Certificateholders hereunder. Neither the Company nor the Trustee shall be
liable if the Trustee or the Company is unable to locate a qualified successor
Clearing Agency.

                  (e)      The provisions of this Section 3.05 may be made
inapplicable to any series or may be amended with respect to any series in the
related Trust Supplement.

                  (f)      Unless and until Definitive Certificates of a series
are issued pursuant to subsection (c) above, on the Record Date prior to each
applicable Regular Distribution Date and Special Distribution Date, the Trustee
will request from the Clearing Agency a securities position listing setting
forth the names of all Clearing Agency Participants reflected on the Clearing
Agency's books as holding interests in the Certificates on such Record Date.

                  Section 3.06. Mutilated, Destroyed, Lost or Stolen
Certificates. If (i) any mutilated Certificate is surrendered to the Registrar,
or the Registrar receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate, and (ii) there is delivered to the Registrar and
the Trustee such security, indemnity or bond as may be required by them to save
each of them and the Company harmless, then, in the absence of notice to the
Registrar or the Trustee that such destroyed, lost or stolen Certificate has
been acquired by a protected purchaser (within the meaning of Article 8 of the
Uniform Commercial Code in effect in any applicable

                                       22

<PAGE>

jurisdiction), and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates of like series, in authorized denominations and of like Fractional
Undivided Interest and bearing a number not contemporaneously outstanding.

                  In connection with the issuance of any new Certificate under
this Section 3.06, the Trustee shall require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith.

                  Any duplicate Certificate issued pursuant to this Section 3.06
shall constitute conclusive evidence of the appropriate Fractional Undivided
Interest in the related Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate is found at any time.

                  The provisions of this Section 3.06 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

                  Section 3.07. Persons Deemed Owners. Prior to due presentment
of a Certificate for registration of transfer, the Company, the Trustee, the
Registrar and any Paying Agent shall deem and treat the Person in whose name any
Certificate is registered (as of the day of determination) on the Register as
the owner of such Certificate and the Certificateholder for the purpose of
receiving distributions pursuant to Article IV and for all other purposes
whatsoever, and none of the Company, the Trustee, the Registrar or any Paying
Agent shall be affected by any notice to the contrary. All payments or
distributions made to any such Person shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable on any such Certificate.

                  Section 3.08. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to the Trustee or any
agent of the Trustee other than the Registrar, be delivered to the Registrar for
cancellation and shall promptly be cancelled by it. No Certificates shall be
authenticated in lieu of or in exchange for any Certificates cancelled as
provided in this Section 3.08, except as expressly permitted by this Agreement.
All cancelled Certificates held by the Registrar shall be destroyed and a
certification of their destruction delivered to the Trustee with a copy to the
Company.

                  Section 3.09. Limitation of Liability for Payments. All
payments and distributions made to Certificateholders of any series in respect
of the Certificates of such series shall be made only from the Trust Property of
the related Trust and only to the extent that the Trustee has sufficient income
or proceeds from such Trust Property to make such payments in accordance with
the terms of Article IV of this Agreement. Each Certificateholder, by its
acceptance of a Certificate, agrees that it will look solely to the income and
proceeds from the Trust Property of the related Trust for any payment or
distribution due to such Certificateholder pursuant to the terms of this
Agreement and that it will not have any recourse to the Company, the Trustee,
the Loan Trustees, any Owner Trustee or any Owner Participant except as
otherwise

                                       23

<PAGE>

expressly provided in this Agreement, in any Note Document or in any related
Intercreditor Agreement.

                  The Company is a party to this Agreement solely for purposes
of meeting the requirements of the Trust Indenture Act, and therefore shall not
have any right, obligation or liability hereunder, or under the terms of any
Trust Supplement or any Certificates (except as otherwise expressly provided
herein or therein).

                  Section 3.10. CUSIP Numbers. The Certificates may include
"CUSIP" numbers (if then generally in use), and if so, the Trustee may use the
CUSIP numbers in notices in respect of the Certificates; provided, however, that
any such notice may state that no representation is made as to the correctness
or accuracy of the CUSIP number printed in the notice or on the Certificates,
that reliance may be placed only on the other identification numbers printed on
the Certificates, and any such notice shall not be affected by any defect or
omission of such CUSIP numbers.

                                   ARTICLE IV

                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

                  Section 4.01. Certificate Account and Special Payments
Account. (a) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Certificate Account as one or more
non-interest-bearing accounts. The Trustee shall hold such Certificate Account
in trust for the benefit of the Certificateholders of such series, and shall
make or permit withdrawals therefrom only as provided in this Agreement or any
Intercreditor Agreement. On each day when a Scheduled Payment is made to the
Trustee or the Subordination Agent, as the case may be, as holder of the
Equipment Notes issued under the related Indenture, with respect to the
Certificates of any series, the Trustee, upon receipt of the payments to it,
shall immediately deposit the aggregate amount of such Scheduled Payment in the
applicable Certificate Account.

                  (b)      The Trustee shall establish and maintain on behalf of
the Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section
4.04. The Trustee shall hold the Special Payments Account in trust for the
benefit of the Certificateholders of such series and shall make or permit
withdrawals therefrom only as provided in this Agreement or any Intercreditor
Agreement. On each day when one or more Special Payments are made to the Trustee
or the Subordination Agent, as the case may be, as holder of the Equipment Notes
issued under the related Indenture or to the Trustee pursuant to the last two
paragraphs of Section 2.02(b) with respect to the Certificates of any series,
the Trustee, upon receipt of the payments to it, shall immediately deposit the
aggregate amount of such Special Payments in the applicable Special Payments
Account.

                  (c)      The Trustee shall present (or, if applicable, cause
the Subordination Agent to present) to the Loan Trustee to which an Equipment
Note relates such Equipment Note on the date of its stated final maturity or, in
the case of any Equipment Note which is to be redeemed or

                                       24

<PAGE>

purchased in whole pursuant to the related Indenture, on the applicable
redemption or purchase date under such Indenture.

                  Section 4.02. Distributions from Certificate Account and
Special Payments Account. (a) Subject to the provisions of any Intercreditor
Agreement, on each Regular Distribution Date with respect to a series of
Certificates or as soon thereafter as the Trustee has confirmed receipt of the
payment of all or any part of the Scheduled Payments due on the Equipment Notes
held in the related Trust on such date, the Trustee shall distribute out of the
applicable Certificate Account the entire amount deposited therein pursuant to
Section 4.01(a). There shall be so distributed to each Certificateholder of
record of such series on the Record Date with respect to such Regular
Distribution Date (other than as provided in Section 11.01 concerning the final
distribution) by check mailed to such Certificateholder, at the address
appearing in the Register, such Certificateholder's pro rata share (based on the
aggregate Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the total amount in the applicable Certificate Account,
except that, with respect to Certificates registered on the Record Date in the
name of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer in immediately available funds to the account designated by such
Clearing Agency (or such nominee).

                  (b)      Subject to the provisions of any Intercreditor
Agreement, on each Special Distribution Date with respect to any Special Payment
with respect to a series of Certificates or as soon thereafter as the Trustee
has confirmed receipt of any Special Payments due on the Equipment Notes held in
the related Trust or realized upon the sale of such Equipment Notes, the Trustee
shall distribute out of the applicable Special Payments Account the entire
amount of such applicable Special Payment deposited therein pursuant to Section
4.01(b). There shall be so distributed to each Certificateholder of record of
such series on the Record Date with respect to such Special Distribution Date
(other than as provided in Section 11.01 concerning the final distribution) by
check mailed to such Certificateholder, at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the total amount in the applicable Special Payments
Account on account of such Special Payment, except that, with respect to
Certificates registered on the Record Date in the name of a Clearing Agency (or
its nominee), such distribution shall be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency (or such
nominee).

                  (c)      The Trustee shall, at the expense of the Company,
cause notice of each Special Payment with respect to a series of Certificates to
be mailed to each Certificateholder of such series at his address as it appears
in the Register. Subject to the provisions of any Intercreditor Agreement: (i)
in the event of redemption or purchase of Equipment Notes held in the related
Trust, such notice shall be mailed not less than 15 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase; (ii) in the event that the Trustee receives a notice from the
Company pursuant to Section 2.02(b) that Postponed Notes will not be purchased
by the Trustee, such notice of Special Payment shall be mailed as soon as
practicable after receipt of such notice from the Company and shall state the
Special Distribution Date for such Special Payment, which shall occur 15 days
after the date of such notice of Special

                                       25

<PAGE>

Payment or (if such 15th day is not practicable) as soon as practicable
thereafter; (iii) in the event that any Special Payment is to be made pursuant
to the last paragraph of Section 2.02(b), such notice of Special Payment shall
be mailed on the Cut-off Date (or, if such mailing on the Cut-off Date is not
practicable, as soon as practicable after the Cut-off Date) and shall state the
Special Distribution Date for such Special Payment, which shall occur 15 days
after the date of such notice of Special Payment or (if such 15th day is not
practicable) as soon as practicable thereafter; and (iv) in the case of any
other Special Payments, such notice of Special Payment shall be mailed as soon
as practicable after the Trustee has confirmed that it has received funds for
such Special Payment and shall state the Special Distribution Date for such
Special Payment, which shall occur 15 days after the date of such notice of
Special Payment or (if such 15th day is not practicable) as soon as practicable
thereafter. Notices mailed by the Trustee as provided in the paragraphs above
shall set forth:

                  (i)      the Special Distribution Date and the Record Date
         therefor (except as otherwise provided in Section 11.01);

                  (ii)     the amount of the Special Payment (taking into
         account any payment to be made by the Responsible Party pursuant to
         Section 2.02(b)) for each $1,000 face amount Certificate and the amount
         thereof constituting principal, premium, if any, and interest;

                  (iii)    the reason for the Special Payment; and

                  (iv)     if the Special Distribution Date is the same date as
         a Regular Distribution Date for the Certificates of such series, the
         total amount to be received on such date for each $1,000 face amount
         Certificate.

                  If the amount of premium, if any, payable upon the redemption
or purchase of an Equipment Note has not been calculated at the time that the
Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any premium
received will also be distributed.

                  If any redemption or purchase of the Equipment Notes held in
any Trust is cancelled, the Trustee, as soon as possible after learning thereof,
shall cause notice thereof to be mailed to each Certificateholder of the related
series at its address as it appears on the Register.

                  Section 4.03. Statements to Certificateholders. (a) On each
Regular Distribution Date and Special Distribution Date, the Trustee will
include with each distribution to Certificateholders of the related series a
statement, giving effect to the distribution to be made on such Regular
Distribution Date or Special Distribution Date, and, except to the extent
otherwise provided in the applicable Trust Supplement, setting forth the
following information (per $1,000 aggregate face amount of Certificates as to
(i) and (ii) below):

                  (i)      the amount of such distribution allocable to
         principal and the amount allocable to premium, if any;

                  (ii)     the amount of such distribution allocable to
         interest; and

                                       26

<PAGE>

                  (iii)    the Pool Balance and the Pool Factor of the related
         Trust.

                  With respect to the Certificates registered in the name of a
Clearing Agency or its nominee, on the Record Date prior to each Regular
Distribution Date and Special Distribution Date, the Trustee will request from
the Clearing Agency a securities position listing setting forth the names of all
the Clearing Agency Participants reflected on the Clearing Agency's books as
holding interests in the Certificates on such Record Date. On each Regular
Distribution Date and Special Distribution Date, the applicable Trustee will
mail to each such Clearing Agency Participant the statement described above and
will make available additional copies as requested by such Clearing Agency
Participants for forwarding to holders of the Certificates.

                  (b)      Within a reasonable period of time after the end of
each calendar year but not later than the latest date permitted by law, except
to the extent otherwise provided in the applicable Trust Supplement, the Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder may reasonably request as necessary
for the purpose of such Certificateholder's preparation of its federal income
tax returns. With respect to Certificates registered in the name of a Clearing
Agency or its nominee, such statement and such other items shall be prepared on
the basis of information supplied to the Trustee by the Clearing Agency
Participants and shall be delivered by the Trustee to such Clearing Agency
Participants to be available for forwarding by such Clearing Agency Participants
to the holders of interests in the Certificates.

                  Section 4.04. Investment of Special Payment Moneys. Any money
received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent
practicable, be invested by the Trustee in Permitted Investments selected by the
Company in telephonic (confirmed in writing) or written instructions to the
Trustee pending distribution of such Special Payment pursuant to Section 4.02.
Any investment made pursuant to this Section 4.04 shall be in such Permitted
Investments having maturities not later than the date that such moneys are
required to be used to make the payment required under Section 4.02 on the
applicable Special Distribution Date and the Trustee shall hold any such
Permitted Investments until maturity. Absent receipt of instructions from the
Company, such Special Payment shall remain uninvested by the Trustee pending
receipt of investment instructions. The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than by
reason of the willful misconduct or negligence of the Trustee. All income and
earnings from such investments shall be distributed on such Special Distribution
Date as part of such Special Payment.

                                       27

<PAGE>

                                    ARTICLE V

                                   THE COMPANY

                  Section 5.01. Maintenance of Corporate Existence. The Company,
at its own cost and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company determines that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

                  Section 5.02. Consolidation, Merger, Etc.. (a) The Company
shall not consolidate with or merge into any other corporation under
circumstances where the Company is not the surviving corporation or convey,
transfer or lease substantially all of its assets as an entirety to any Person
unless the corporation formed by such consolidation or into which the Company is
merged or the Person that acquires by conveyance, transfer or lease
substantially all of the assets of the Company as an entirety shall be organized
and validly existing under the laws of the United States of America or any state
thereof or the District of Columbia, and such corporation or Person executes and
delivers to the Trustee an agreement in form and substance reasonably
satisfactory to the Trustee containing an assumption by such successor or
transferee entity of the due and punctual performance and observance of each
covenant and condition of this Agreement.

                  (b)      Upon any such consolidation, merger, conveyance,
transfer or lease, the successor or transferee entity shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Agreement with the same effect as if such successor or transferee entity
had been named as the Company herein.

                  (c)      The Trustee may receive an Officer's Certificate and
an Opinion of Counsel of the Company as conclusive evidence that any such
consolidation, merger, conveyance, transfer or lease, and any such assumption,
complies with the provisions of this Section 5.02.

                                   ARTICLE VI

                                    DEFAULT

                  Section 6.01. Indenture Events of Default and Triggering
Events. (a) If in respect of any Trust, any Indenture Event of Default shall
occur and be continuing, then, and in each and every case, so long as such
Indenture Event of Default shall be continuing, and subject to the provisions of
any Intercreditor Agreement, the Trustee may vote all of the Equipment Notes
issued under the related Indenture and held in such Trust, and, upon the
Direction of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests in such Trust aggregating not less than a majority in
interest in such Trust, the Trustee shall vote not less than a corresponding
majority in interest of such Equipment Notes in favor of directing the Loan
Trustee under such Indenture to declare the unpaid principal amount of the
Equipment Notes

                                       28

<PAGE>

then outstanding to which such Indenture Event of Default relates and accrued
interest thereon to be due and payable under, and in accordance with the
provisions of, the relevant Indenture. In addition, if an Indenture Event of
Default shall have occurred and be continuing under any Indenture, subject to
the provisions of any Intercreditor Agreement, the Trustee may in accordance
with the relevant Indenture vote the Equipment Notes held in the Trust to which
such Indenture Event of Default relates to direct the Loan Trustee regarding the
exercise of remedies provided in such Indenture.

                  (b)      In addition, after an Indenture Event of Default
shall have occurred and be continuing with respect to any Equipment Note,
subject to the provisions of any Intercreditor Agreement, the Trustee may in its
discretion, and upon the Direction of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the related Trust shall, by such officer or agent as
it may appoint, sell, convey, transfer and deliver such Equipment Note or
Equipment Notes, without recourse to or warranty by the Trustee or any
Certificateholder, to any Person. In any such case, the Trustee shall sell,
assign, contract to sell or otherwise dispose of and deliver such Equipment Note
or Equipment Notes in one or more parcels at public or private sale or sales, at
any location or locations at the option of the Trustee, all upon such terms and
conditions as it may reasonably deem advisable and at such prices as it may
reasonably deem advisable, for cash. If the Trustee so decides or is required to
sell or otherwise dispose of any Equipment Note pursuant to this Section, the
Trustee shall take such of the actions described above as it may reasonably deem
most effectual to complete the sale or other disposition of such Equipment Note,
so as to provide for the payment in full of all amounts due on the related
series of Certificates. Notwithstanding the foregoing, any action taken by the
Trustee under this Section shall not, in the reasonable judgment of the Trustee,
be adverse to the best interests of the Certificateholders of such series.

                  (c)      If an Intercreditor Agreement is applicable, upon the
occurrence and during the continuation of any Indenture Event of Default under
any Indenture, the Trustee may, to the extent it is the Controlling Party at
such time (as determined pursuant to the related Intercreditor Agreement),
direct the exercise of remedies as provided in such related Intercreditor
Agreement.

                  (d)      If an Intercreditor Agreement is applicable, by
acceptance of its Certificate, each Certificateholder agrees that at any time
after the occurrence and during the continuation of a Triggering Event, each
Certificateholder of Certificates of certain series (each, a "Potential
Purchaser" and, collectively, the "Potential Purchasers") may have certain
rights to purchase the Certificates of one or more other series, all as set
forth in the Trust Supplement applicable to the Certificates held by such
Potential Purchaser. The purchase price with respect to the Certificates of any
series, and the procedure for such purchase, shall be specified in such Trust
Supplement or the applicable Intercreditor Agreement. By acceptance of its
Certificate, each Certificateholder (each, a "Selling Certificateholder" and,
collectively, the "Selling Certificateholders") of a series that is subject to
purchase by Potential Purchasers, all as set forth in the Trust Supplement
applicable to the Certificates held by the Selling Certificateholders, agrees
that, at any time after the occurrence and during the continuance of a
Triggering Event, it will, upon payment of the applicable purchase price by one
or more Potential Purchasers (upon such purchase, a "Purchasing
Certificateholder"), forthwith sell, assign, transfer and convey to

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<PAGE>

such Purchasing Certificateholder (without recourse, representation or warranty
of any kind except for its own acts) all of the right, title, interest and
obligation of such Selling Certificateholder in this Agreement, any related
Intercreditor Agreement, any related Liquidity Facility, the related Note
Documents and all Certificates of such series held by such Selling
Certificateholder (excluding all right, title and interest under any of the
foregoing to the extent such right, title or interest is with respect to an
obligation not then due and payable as respects any action or inaction or state
of affairs occurring prior to such sale) and the Purchasing Certificateholder
shall assume all of such Selling Certificateholder's obligations under this
Agreement, any related Intercreditor Agreement, any related Liquidity Facility
and the related Note Documents. The Certificates of such series will be deemed
to be purchased on the date payment of the purchase price is made
notwithstanding the failure of any Selling Certificateholder to deliver any
Certificates of such series and, upon such a purchase, (i) the only rights of
the Selling Certificateholders will be to deliver the Certificates to the
Purchasing Certificateholder and receive the purchase price for such
Certificates of such series and (ii) if the Purchasing Certificateholder shall
so request, such Selling Certificateholder will comply with all of the
provisions of Section 3.04 hereof to enable new Certificates of such series to
be issued to the Purchasing Certificateholder in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Certificates shall be borne by the Purchasing Certificateholder.

                  Section 6.02. Incidents of Sale of Equipment Notes. Upon any
sale of all or any part of the Equipment Notes held in the Trust made either
under the power of sale given under this Agreement or otherwise for the
enforcement of this Agreement, the following shall be applicable:

                  (1)      Certificateholders and Trustee May Purchase Equipment
                           Notes. Any Certificateholder, the Trustee in its
                           individual or any other capacity or any other Person
                           may bid for and purchase any of the Equipment Notes
                           held in the Trust, and upon compliance with the terms
                           of sale, may hold, retain, possess and dispose of
                           such Equipment Notes in their own absolute right
                           without further accountability.

                  (2)      Receipt of Trustee Shall Discharge Purchaser. The
                           receipt of the Trustee making such sale shall be a
                           sufficient discharge to any purchaser for its
                           purchase money, and, after paying such purchase money
                           and receiving such receipt, such purchaser or its
                           personal representative or assigns shall not be
                           obliged to see to the application of such purchase
                           money, or be in any way answerable for any loss,
                           misapplication or non-application thereof.

                  (3)      Application of Moneys Received Upon Sale. Any moneys
                           collected by the Trustee upon any sale made either
                           under the power of sale given by this Agreement or
                           otherwise for the enforcement of this Agreement shall
                           be applied as provided in Section 4.02. In the event
                           that the proceeds of such sale of Equipment Notes are
                           less than the principal amount of the Certificates of
                           such series Outstanding, the Certificateholders shall
                           have

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<PAGE>

                           no claim for such shortfall against the Company, the
                           Trustee or any other Person including the related
                           Owner Trustee or related Owner Participant, if any.

                  Section 6.03. Judicial Proceedings Instituted by Trustee;
Trustee May Bring Suit. If there is a failure to make payment of the principal
of, premium, if any, or interest on any Equipment Note held in the related
Trust, or if there is any failure to pay Rent (as defined in the relevant Lease)
under any Lease when due and payable, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of any related Intercreditor
Agreement and any related Note Documents (subject to rights of the applicable
Owner Trustee or Owner Participant, if any, to cure any such failure to pay
principal of, premium, if any, or interest on any Equipment Note or to pay Rent
under any Lease in accordance with the applicable Indenture and to the rights of
the Lessee under any applicable Lease), shall be entitled and empowered to
institute any suits, actions or proceedings at law, in equity or otherwise, for
the collection of the sums so due and unpaid on such Equipment Notes or under
such Lease and may prosecute any such claim or proceeding to judgment or final
decree with respect to the whole amount of any such sums so due and unpaid.

                  All rights of action and of asserting claims under this
Agreement, or under any of the Certificates, may be prosecuted and enforced by
the Trustee without the possession of any of such Certificates or the production
thereof in any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Certificateholders of the related series.

                  In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Agreement, any
Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which
the Trustee shall be a party) the Trustee shall be held to represent all the
Certificateholders of the related series, and it shall not be necessary to make
any such Certificateholders parties to any such proceedings.

                  Section 6.04. Control by Certificateholders. Subject to
Section 6.03 and any related Intercreditor Agreement, the Certificateholders
holding Certificates of a series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the related Trust shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee with respect to such Trust or pursuant to
the terms of such Intercreditor Agreement or any Liquidity Facility to which
such Trustee is a party, or exercising any trust or power conferred on the
Trustee under this Agreement or such Intercreditor Agreement or Liquidity
Facility, including any right of the Trustee as Controlling Party under such
Intercreditor Agreement or as holder of the Equipment Notes held in the related
Trust; provided that:

                  (1)      such Direction shall not in the opinion of the
                           Trustee be in conflict with any rule of law or with
                           this Agreement and would not involve the Trustee in
                           personal liability or expense;

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<PAGE>

                  (2)      the Trustee shall not determine that the action so
                           directed would be unjustly prejudicial to the
                           Certificateholders of such series not taking part in
                           such Direction;

                  (3)      the Trustee may take any other action deemed proper
                           by the Trustee which is not inconsistent with such
                           Direction; and

                  (4)      if an Indenture Event of Default under a related
                           Indenture shall have occurred and be continuing, such
                           Direction shall not obligate the Trustee to vote more
                           than a corresponding majority in interest of the
                           related Equipment Notes held by the Trustee in favor
                           of directing any action by the related Loan Trustee
                           with respect to such Indenture Event of Default.

                  Section 6.05. Waiver of Past Defaults. Subject to any related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the related Trust (i) may on behalf of all of the
Certificateholders of such series waive any past default or Event of Default
hereunder and its consequences or (ii) if the Trustee is the Controlling Party,
may direct the Trustee to instruct the applicable Loan Trustee to waive any past
Indenture default, Indenture Event of Default or, if applicable, the
corresponding Lease default, under any related Indenture and its consequences,
and thereby annul any Direction given by such Certificateholders or the Trustee
to such Loan Trustee with respect thereto, except a default:

                  (1)      in the deposit of any Scheduled Payment or Special
                           Payment under Section 4.01 or in the distribution of
                           any payment under Section 4.02 on the Certificates of
                           a series; or

                  (2)      in the payment of the principal of, premium, if any,
                           or interest on the Equipment Notes held in the
                           related Trust; or

                  (3)      in respect of a covenant or provision hereof which
                           under Article IX hereof cannot be modified or amended
                           without the consent of each Certificateholder holding
                           an Outstanding Certificate of the series affected
                           thereby.

                  Upon any such waiver, such default shall cease to exist with
respect to the Certificates of such series and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose in respect of
such series and any direction given by the Trustee on behalf of the
Certificateholders of such series to the relevant Loan Trustee shall be annulled
with respect thereto; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon. Upon any
such waiver, the Trustee shall vote the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Event of Default (and,
if applicable, the corresponding Lease default).

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<PAGE>

                  Section 6.06. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement (including Section 6.07) to the
contrary notwithstanding, but subject to any related Intercreditor Agreement,
the right of any Certificateholder to receive distributions of payments required
pursuant to Section 4.02 hereof on the applicable Certificates when due, or to
institute suit for the enforcement of any such payment on or after the
applicable Regular Distribution Date or Special Distribution Date, shall not be
impaired or affected without the consent of such Certificateholder.

                  Section 6.07. Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder of any series shall not have the
right to institute any suit, action or proceeding at law or in equity or
otherwise with respect to this Agreement for the appointment of a receiver or
for the enforcement of any other remedy under this Agreement, unless:

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

                  (2)      Certificateholders holding Certificates of such
                           series evidencing Fractional Undivided Interests
                           aggregating not less than 25% of the related Trust
                           shall have requested the Trustee in writing to
                           institute such action, suit or proceeding and shall
                           have offered to the Trustee indemnity as provided in
                           Section 7.03(e);

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

                  (4)      no Direction inconsistent with such written request
                           shall have been given to the Trustee during such
                           60-day period by Certificateholders holding
                           Certificates of such series evidencing Fractional
                           Undivided Interests aggregating not less than a
                           majority in interest in the related Trust.

                  Except to the extent provided in any applicable Intercreditor
Agreement or in any applicable Trust Supplement, it is understood and intended
that no one or more of the Certificateholders of any series shall have any right
in any manner whatsoever hereunder or under the related Trust Supplement or
under the Certificates of such series to (i) surrender, impair, waive, affect,
disturb or prejudice any property in the Trust Property of the related Trust, or
the lien of any related Indenture on any property subject thereto, or the rights
of the Certificateholders of such series or the holders of the related Equipment
Notes, (ii) obtain or seek to obtain priority over or preference with respect to
any other such Certificateholder of such series or (iii) enforce any right under
this Agreement, except in the manner provided in this Agreement and for the
equal, ratable and common benefit of all the Certificateholders of such series.

                  Section 6.08. Remedies Cumulative. Every right or remedy given
hereunder to the Trustee or to any of the Certificateholders of any series shall
not be exclusive of any other right or remedy or remedies, and every such right
or remedy shall be cumulative and in addition

                                       33

<PAGE>

to every other right or remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise. No delay or omission by the Trustee or of any
such Certificateholder in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default on the part of the applicable Owner
Trustee, if any, or the Company, as the case may be, or to be an acquiescence
therein.

                  Section 6.09. Discontinuance of Proceedings. If the Trustee or
any Certificateholder of any series institutes any proceeding to enforce any
right, power or remedy under the related Trust, and such proceeding is
discontinued or abandoned for any reason or is determined adversely to the
Trustee or such Certificateholder, then and in every such case the applicable
Owner Trustee, if any, and the applicable Indenture Trustee, the Trustee, the
Certificateholders of such series and the Company shall, subject to any
determination in such proceeding, be restored to their former positions and
rights under such Trust with respect to the Trust Property and all rights,
remedies and powers of the Trustee and such Certificateholders shall continue as
if no such proceeding had been instituted.

                  Section 6.10. Undertaking for Costs. All parties to this
Agreement, and each Certificateholder by acceptance of a Certificate, shall be
deemed to have agreed that, in any suit for the enforcement of any right or
remedy under this Agreement, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, a court may require any party
litigant in such suit to file an undertaking to pay the costs of such suit, and
may assess costs against any such party litigant, in the manner and to the
extent provided in the Trust Indenture Act or by any other applicable law;
provided, however, that neither this Section 6.10 nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

                                   ARTICLE VII

                                   THE TRUSTEE

                  Section 7.01. Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default in respect of a Trust, (1) the
Trustee undertakes to perform such duties in respect of such Trust as are
specifically set forth in this Agreement, the Intercreditor Agreement and the
Note Documents, and no implied covenants or obligations shall be read into such
agreements against the Trustee; and (2) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Agreement;
but in the case of any such certificates or opinions that by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Agreement.

                  (b)      In case an Event of Default in respect of a Trust has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement in respect of such Trust, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

                                       34

<PAGE>

                  (c)      No provision of this Agreement shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

                  (1)      this Subsection (c) shall not be construed to limit
                           the effect of Subsection (a) of this Section 7.01;
                           and

                  (2)      the Trustee shall not be liable for any error of
                           judgment made in good faith by a Responsible Officer
                           of the Trustee, unless it shall be proved that the
                           Trustee was negligent in ascertaining the pertinent
                           facts.

                  (3)      Whether or not herein expressly so provided, every
                           provision of this Agreement relating to the conduct
                           or affecting the liability of or affording protection
                           to the Trustee shall be subject to the provisions of
                           this Section 7.01.

                  Section 7.02. Notice of Defaults. As promptly as practicable
after, and in any event within 90 days after, the occurrence of any default (as
such term is defined below) hereunder known to the Trustee, the Trustee shall
notify the Company, any related Owner Trustees, any related Owner Participants,
the related Loan Trustees and the Certificateholders holding Certificates of the
related series, in the manner and to the extent provided in Section 313(c) of
the Trust Indenture Act unless such default shall have been cured or waived;
provided that, in the case of defaults not relating to the payment of money, the
Trustee shall not give such notice until the earlier of the time at which such
default becomes an Event of Default and the expiration of 60 days from the
occurrence of such default; and provided, however, that, except in the case of a
default in the payment of the principal, premium, if any, or interest on any
Equipment Note, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith shall
determine that the withholding of such notice is in the interests of the
Certificateholders of the related series. For the purpose of this Section 7.02
in respect of any Trust, the term "default" means any event that is, or after
notice or lapse of time or both would become, an Event of Default in respect of
that Trust or a Triggering Event under any Intercreditor Agreement.

                  Section 7.03. Certain Rights of Trustee. Subject to the
provisions of Section 315 of the Trust Indenture Act:

                  (a)      the Trustee may rely and shall be protected in acting
         or refraining from acting in reliance upon any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (b)      any request or direction of the Company mentioned
         herein shall be sufficiently evidenced by a Request;

                                       35

<PAGE>

                  (c)      whenever in the administration of this Agreement or
         any Intercreditor Agreement the Trustee shall deem it desirable that a
         matter be proved or established prior to taking, suffering or omitting
         any action hereunder, the Trustee (unless other evidence be herein
         specifically prescribed) may, in the absence of bad faith on its part,
         rely upon an Officer's Certificate of the Company, any related Owner
         Trustee or any related Loan Trustee;

                  (d)      the Trustee may consult with counsel and the advice
         of such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

                  (e)      the Trustee shall be under no obligation to exercise
         any of the rights or powers vested in it by this Agreement or any
         Intercreditor Agreement at the Direction of any of the
         Certificateholders pursuant to this Agreement or any Intercreditor
         Agreement, unless such Certificateholders shall have offered to the
         Trustee reasonable security or indemnity against the cost, expenses and
         liabilities which might be incurred by it in compliance with such
         Direction;

                  (f)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture or other paper or document;

                  (g)      the Trustee may execute any of the trusts or powers
         under this Agreement or any Intercreditor Agreement or perform any
         duties under this Agreement or any Intercreditor Agreement either
         directly or by or through agents or attorneys, and the Trustee shall
         not be responsible for any misconduct or negligence on the part of any
         agent or attorney appointed with due care by it under this Agreement or
         any Intercreditor Agreement;

                  (h)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the Direction of the Certificateholders holding Certificates of
         any series evidencing Fractional Undivided Interests aggregating not
         less than a majority in interest in the related Trust relating to the
         time, method and place of conducting any proceeding for any remedy
         available to the Trustee, or exercising any trust or power conferred
         upon the Trustee, under this Agreement or any Intercreditor Agreement;
         and

                  (i)      the Trustee shall not be required to expend or risk
         its own funds in the performance of any of its duties under this
         Agreement, or in the exercise of any of its rights or powers, if it
         shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk is not reasonably assured
         to it.

                                       36

<PAGE>

                  Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates of each
series, except the certificates of authentication, shall not be taken as the
statements of the Trustee, and the Trustee assumes no responsibility for their
correctness. Subject to Section 7.15, the Trustee makes no representations as to
the validity or sufficiency of this Basic Agreement, any Equipment Notes, any
Intercreditor Agreement, any Liquidity Facility to which the Trustee may be a
party, the Certificates of any series, any Trust Supplement or any Note
Documents, except that the Trustee hereby represents and warrants that this
Basic Agreement has been, and each Trust Supplement, each Certificate, each
Participation Agreement, each Intercreditor Agreement, and any such Liquidity
Facility of, or relating to, each series will be, executed and delivered by one
of its officers who is duly authorized to execute and deliver such document on
its behalf.

                  Section 7.05. May Hold Certificates. The Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent, in their
respective individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, any Owner Trustees, any
Owner Participants or the Loan Trustees with the same rights it would have if it
were not Trustee, Paying Agent, Registrar or such other agent.

                  Section 7.06. Money Held in Trust. Money held by the Trustee
or the Paying Agent in trust under this Agreement need not be segregated from
other funds except to the extent required herein or by law and neither the
Trustee nor the Paying Agent shall have any liability for interest upon any such
moneys except as provided for herein or in the applicable Trust Supplement.

                  Section 7.07. Compensation and Reimbursement. The Company
agrees:

                  (1)      to pay, or cause to be paid, to the Trustee from time
                           to time such compensation for all services rendered
                           by it hereunder as the Company and the Trustee may
                           agree in writing from time to time (which
                           compensation shall not be limited by any provision of
                           law in regard to the compensation of a trustee of an
                           express trust); and

                  (2)      except as otherwise expressly provided herein or in
                           any Trust Supplement, to reimburse, or cause to be
                           reimbursed, the Trustee upon its request for all
                           reasonable out-of-pocket expenses, disbursements and
                           advances incurred or made by the Trustee in
                           accordance with any provision of this Basic
                           Agreement, any Trust Supplement, any Intercreditor
                           Agreement or any Liquidity Facility to which the
                           Trustee may be a party (including the reasonable
                           compensation and the expenses and disbursements of
                           its agents and counsel), except any such expense,
                           disbursement or advance as is attributable to the
                           Trustee's negligence, willful misconduct or bad faith
                           or as may be incurred due to the Trustee's breach of
                           its representations and warranties set forth in
                           Section 7.15; and

                  (3)      to indemnify, or cause to be indemnified, the
                           Trustee, solely in its

                                       37

<PAGE>

                           individual capacity, for, and to hold it harmless
                           against, any loss, liability, tax (other than any tax
                           referred to in the next paragraph or any tax
                           attributable to the Trustee's compensation for
                           serving as such), cost or expense incurred without
                           negligence, willful misconduct or bad faith on its
                           part, arising out of or in connection with the
                           acceptance or administration of any Trust, including
                           the costs and expenses of (a) defending itself
                           against any claim or liability in connection with the
                           exercise or performance of any of its powers or
                           duties hereunder or under any Trust Supplement or (b)
                           contesting the imposition of any such tax, except in
                           each case for any such loss, liability, tax, cost or
                           expense incurred by reason of the Trustee's breach of
                           its representations and warranties set forth in
                           Section 7.15 or in any Trust Supplement or the
                           Trustee's failure to perform any of its obligations
                           hereunder or under any Trust Supplement. The Trustee
                           shall notify the Company promptly of any claim or tax
                           for which it may seek indemnity. The Company shall
                           defend the claim and the Trustee shall cooperate in
                           the defense. The Trustee may have separate counsel
                           with the consent of the Company and the Company will
                           pay the reasonable fees and expenses of such counsel.
                           The Company need not pay for any settlement made or
                           any taxes paid, in settlement or otherwise, without
                           its consent.

                  The Trustee shall be entitled to reimbursement from, and shall
have a lien prior to the Certificates of each series upon, all property and
funds held or collected by the Trustee in its capacity as Trustee with respect
to such series or the related Trust for any tax incurred without negligence, bad
faith or willful misconduct, on its part, arising out of or in connection with
the acceptance or administration of such Trust (other than any tax attributable
to the Trustee's compensation for serving as such), including any costs and
expenses incurred in contesting the imposition of any such tax. The Trustee
shall notify the Company of any claim for any tax for which it seeks
reimbursement. If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances thereof to the Company and all
Certificateholders of such series as their names and addresses appear in the
Register.

                  Section 7.08. Corporate Trustee Required; Eligibility. Each
Trust shall at all times have a Trustee which is a bank, trust company or other
financial institution organized and doing business under the laws of the United
States or any state thereof, shall be eligible to act as a trustee under Section
310(a) of the Trust Indenture Act and shall have a combined capital and surplus
of at least $75,000,000 (or a combined capital and surplus in excess of
$5,000,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully and unconditionally guaranteed by a corporation organized
and doing business under the laws of the United States or any state or territory
thereof or the District of Columbia and having a combined capital and surplus of
at least $75,000,000). If such bank, trust company or other financial
institution or such corporation publishes reports of conditions at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section 7.08 the combined capital and surplus of such bank,
trust company or other financial institution or such corporation shall be deemed
to

                                       38

<PAGE>

be its combined capital and surplus as set forth in its most recent report of
conditions so published.

                  In case at any time the Trustee ceases to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee of any
Trust, the Trustee shall resign immediately as Trustee of such Trust in the
manner and with the effect specified in Section 7.09. If the Trustee has or
acquires a conflicting interest within the meaning of the Trust Indenture Act,
the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Agreement.

                  Section 7.09. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee of any Trust pursuant to this Article VII shall become
effective until the acceptance of appointment by the successor Trustee under
Section 7.10.

                  (b)      The Trustee may resign at any time as Trustee of any
or all Trusts by giving prior written notice thereof to the Company, the
Authorized Agents, any related Owner Trustees and the related Loan Trustees. If
an instrument of acceptance by a successor Trustee shall not have been delivered
to the Company, any related Owner Trustees and the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  (c)      The Trustee may be removed at any time as Trustee of
any Trust by Direction of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust delivered to the
Trustee and to the Company, any related Owner Trustees and the related Loan
Trustees.

                  (d)      If at any time in respect of any Trust:

                  (1)      the Trustee fails to comply with Section 310(b) of
                           the Trust Indenture Act, if applicable, after written
                           request therefor by the Company or by any
                           Certificateholder who has been a bona fide
                           Certificateholder for at least six months; or

                  (2)      the Trustee ceases to be eligible under Section 7.08
                           and fails to resign after written request therefor by
                           the Company or by any such Certificateholder; or

                  (3)      the Trustee becomes incapable of acting or is
                           adjudged a bankrupt or insolvent or files a
                           bankruptcy petition, or a receiver of the Trustee or
                           of its property is appointed or any public officer
                           shall take charge or control of the Trustee or of its
                           property or affairs for the purpose of
                           rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on

                                       39

<PAGE>

behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee of such Trust.

                  (e)      If a Responsible Officer of the Trustee obtains
actual knowledge of an Avoidable Tax (as defined below) in respect of any Trust
which has been or is likely to be asserted, the Trustee shall promptly notify
the Company and shall, within 30 days of such notification, either relocate the
administration of the Trust to another jurisdiction as described in the
definition of "Avoidable Tax" or resign as Trustee of such Trust hereunder
unless within such 30-day period the Trustee has received notice that the
Company has agreed to pay such tax. Provided that there is a corporation in a
jurisdiction where there are no Avoidable Taxes that is willing to act as
Trustee and is eligible under Section 7.08, the Company shall promptly after any
such resignation by such Trustee appoint a successor Trustee of such Trust in a
jurisdiction where there are no Avoidable Taxes. As used herein, an "Avoidable
Tax" in respect of such Trust means a state or local tax: (i) upon (w) such
Trust, (x) the Trust Property of such Trust, (y) Certificateholders of such
Trust or (z) the Trustee for which the Trustee is entitled to seek reimbursement
from the Trust Property of such Trust, and (ii) which would be avoided if the
Trust were administered in a different jurisdiction in the United States or if
the Trustee were located in another state, or jurisdiction within a state,
within the United States. A tax shall not be an Avoidable Tax in respect of any
Trust if the Company or any Owner Trustee agrees to pay, and shall pay, such
tax.

                  (f)      If the Trustee shall resign, be removed or become
incapable of acting as Trustee of any Trust or if a vacancy shall occur in the
office of the Trustee of any Trust for any cause, the Company shall promptly
appoint a successor Trustee of such Trust. If, within one year after such
resignation, removal or incapability, or other occurrence of such vacancy, a
successor Trustee of such Trust shall be appointed by Direction of the
Certificateholders of the related series holding Certificates of such series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in such Trust delivered to the Company, any related Owner Trustees,
the related Loan Trustee and the retiring Trustee, then the successor Trustee of
such Trust so appointed shall, with the approval of the Company of such
appointment, which approval shall not be unreasonably withheld, forthwith upon
its acceptance of such appointment, become the successor Trustee of such Trust
and supersede the successor Trustee of such Trust appointed by the Company as
provided above. If no successor Trustee shall have been so appointed by the
Company as provided above and accepted appointment in the manner hereinafter
provided, the resigning Trustee or any Certificateholder who has been a bona
fide Certificateholder of the related series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee of such Trust.

                  (g)      The successor Trustee of a Trust shall give notice of
the resignation and removal of the Trustee and appointment of the successor
Trustee by notifying the Company and the Certificateholders of the related
series as their names and addresses appear in the Register. Each notice shall
include the name of such successor Trustee and the address of its Corporate
Trust Office.

                                       40

<PAGE>

                  Section 7.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute and deliver to the Company
and to the retiring Trustee with respect to any or all Trusts an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee with respect to such Trust or Trusts shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to such Trust or Trusts. On request of the Company or the
successor Trustee, such retiring Trustee shall execute and deliver an instrument
transferring to such successor Trustee all such rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all Trust Property held by such retiring Trustee in respect of such
Trusts hereunder (subject nevertheless to its lien, if any, provided for in
Section 7.07) and all books and records, or true, correct and complete copies
thereof, held by such retiring Trustee in respect of such Trusts hereunder. Upon
request of any such successor Trustee, the Company, the retiring Trustee and
such successor Trustee shall execute and deliver any and all instruments
containing such provisions as shall be necessary or desirable to transfer and
confirm to, and for more fully and certainly vesting in, such successor Trustee
all such rights, powers and trusts.

                  If a successor Trustee is appointed with respect to one or
more (but not all) Trusts, the Company, the predecessor Trustee and each
successor Trustee with respect to any Trust shall execute and deliver a
supplemental agreement hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all of the rights, powers, trusts
and duties of the predecessor Trustee with respect to the Trusts as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Basic Agreement and the applicable Trust Supplements as shall be necessary to
provide for or facilitate the administration of the Trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental agreement shall constitute such Trustees as co-Trustees of the same
Trust and that each such Trustee shall be Trustee of separate Trusts.

                  No institution shall accept its appointment as a successor
Trustee hereunder unless at the time of such acceptance such institution shall
be qualified and eligible under this Article VII.

                  Section 7.11. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article VII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Certificates shall
have been executed or authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such execution or authentication and deliver
the Certificates so executed or authenticated with the same effect as if such
successor Trustee had itself executed or authenticated such Certificates.

                                       41

<PAGE>

                  Section 7.12. Maintenance of Agencies. (a) With respect to
each series of Certificates, there shall at all times be maintained an office or
agency in the location set forth in Section 12.04 where Certificates of such
series may be presented or surrendered for registration of transfer or for
exchange, and for payment thereof, and where notices and demands to or upon the
Trustee in respect of such Certificates or this Agreement may be served;
provided that, if it shall be necessary that the Trustee maintain an office or
agency in another location with respect to the Certificates of any series (e.g.,
the Certificates of such series shall be represented by Definitive Certificates
and shall be listed on a national securities exchange), the Trustee will make
all reasonable efforts to establish such an office or agency. Written notice of
the location of each such other office or agency and of any change of location
thereof shall be given by the Trustee to the Company, any Owner Trustees, the
Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address
specified in the Note Documents or such other address as may be notified to the
Trustee) and the Certificateholders of such series. In the event that no such
office or agency shall be maintained or no such notice of location or of change
of location shall be given, presentations and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

                  (b)      There shall at all times be a Registrar and a Paying
Agent hereunder with respect to the Certificates of each series. Each such
Authorized Agent shall be a bank, trust company or other financial institution
organized and doing business under the laws of the United States or any state
thereof, with a combined capital and surplus of at least $75,000,000 (or
combined capital and surplus in excess of $5,000,000, the obligations of which
are fully and unconditionally guaranteed by a corporation organized and doing
business under the laws of the United States or any state or territory thereof
or the District of Columbia, with a combined capital and surplus of at least
$75,000,000), and shall be authorized under such laws to exercise corporate
trust powers, subject to supervision by federal or state authorities. The
Trustee shall initially be the Paying Agent and, as provided in Section 3.04,
Registrar hereunder with respect to the Certificates of each series. Each
Registrar other than the Trustee shall furnish to the Trustee, at stated
intervals of not more than six months, and at such other times as the Trustee
may request in writing, a copy of the Register maintained by such Registrar.

                  (c)      any corporation into which any Authorized Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such Authorized
Agent, if such successor corporation is otherwise eligible under this Section
7.12, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

                  (d)      Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee, the Company, any related Owner
Trustees and the related Loan Trustees. The Company may, and at the request of
the Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent

                                       42

<PAGE>

shall have been appointed), the Company shall promptly appoint one or more
qualified successor Authorized Agents, reasonably satisfactory to the Trustee,
to perform the functions of the Authorized Agent which has resigned or whose
agency has been terminated or who shall have ceased to be eligible under this
Section 7.12. The Company shall give written notice of any such appointment made
by it to the Trustee, any related Owner Trustees and the related Loan Trustees;
and in each case the Trustee shall mail notice of such appointment to all
Certificateholders of the related series as their names and addresses appear on
the Register for such series.

                  (e)      The Company agrees to pay, or cause to be paid, from
time to time to each Authorized Agent reasonable compensation for its services
and to reimburse it for its reasonable expenses actually incurred to the extent
set forth in Section 7.07(2).

                  Section 7.13. Money for Certificate Payments to Be Held in
Trust. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section 7.13. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.

                  The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose, direct
any Paying Agent to pay to the Trustee all sums held in trust by such Paying
Agent, such sums to be held by the Trustee upon the same trusts as those upon
which such sums were held by such Paying Agent; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

                  Section 7.14. Registration of Equipment Notes in Trustee's
Name. Subject to the provisions of any Intercreditor Agreement and Section 12.03
hereof, the Trustee agrees that all Equipment Notes to be purchased by any
Trust, Specified Investments, if any, to be held by the Trustee on behalf of a
Trust and Permitted Investments, if any, to be held by the Trustee on behalf of
a Trust shall be issued in the name of the Trustee as trustee for the applicable
Trust or its nominee and held by the Trustee in trust for the benefit of the
Certificateholders of such series, or, if not so held, the Trustee or its
nominee shall be reflected as the owner of such Equipment Notes, Specified
Investments or Permitted Investments, as the case may be, in the register of the
issuer of such Equipment Notes, Specified Investments or Permitted Investments,
as the case may be. In no event shall the Trustee invest in, or hold, Equipment
Notes, Specified Investments or Permitted Investments in a manner that would
cause the Trustee not to have the ownership interest in (or a securities
entitlement with respect to) such Equipment Notes, Specified Investments or
Permitted Investments under the applicable provisions of the Uniform Commercial
Code in effect where the Trustee holds such Equipment Notes, Specified
Investments or Permitted Investments or other applicable law then in effect.

                  Section 7.15. Representations and Warranties of Trustee. The
Trustee hereby represents and warrants that:

                  (a)      the Trustee is a national banking association duly
organized and validly existing in good standing under the laws of the United
States;

                                       43

<PAGE>

                  (b)      the Trustee has full power, authority and legal right
to execute, deliver and perform this Agreement, any Intercreditor Agreement, any
Liquidity Facility, the Certificates and the Participation Agreements and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Agreement, any Intercreditor Agreement, any Liquidity Facility,
the Certificates and the Participation Agreements;

                  (c)      the execution, delivery and performance by the
Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility,
the Certificates and the Participation Agreements (i) will not violate any
provision of any United States federal law or the law of the state of the United
States where such Trustee is located and which governs the banking and trust
powers of the Trustee or any order, writ, judgment, or decree of any court,
arbitrator or governmental authority applicable to the Trustee or any of its
assets, (ii) will not violate any provision of the articles of association or
by-laws of the Trustee, and (iii) will not violate any provision of, or
constitute, with or without notice or lapse of time or both, a default under, or
result in the creation or imposition of any lien on any properties included in
the Trust Property pursuant to the provisions of any mortgage, indenture,
contract, agreement or other undertaking to which it is a party;

                  (d)      the execution, delivery and performance by the
Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility,
the Certificates and the Participation Agreements will not require the
authorization, consent, or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of the United
States where such Trustee is located and regulating the banking and corporate
trust activities of the Trustee, other than the filing of a Statement of
Eligibility on Form T-1 in connection with the registration of any Certificates;

                  (e)      this Agreement, any Intercreditor Agreement, any
Liquidity Facility, the Certificates and the Participation Agreements have been
or will be duly executed and delivered by the Trustee and constitute or upon
such execution and delivery will constitute the legal, valid and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms; provided, however, that enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally, and (ii) general principles of
equity; and

                  (f)      the statements made by it in a Statement of
Eligibility on Form T-1 supplied or to be supplied to the Company in connection
with the registration of any Certificates are and will be true and accurate
subject to the qualifications set forth therein; and that such statement
complies and will comply in all material respects with the requirements of the
Trust Indenture Act and the Securities Act.

                  The representation and warranties set forth above shall be
deemed to be made by the Trustee on each Issuance Date, except as otherwise
provided in the applicable Trust Supplement.

                                       44

<PAGE>

                  Section 7.16. Withholding Taxes; Information Reporting. As to
the Certificates of any series, the Trustee, as trustee of the related grantor
trust created by this Agreement, shall exclude and withhold from each
distribution of principal, premium, if any, and interest and other amounts due
under this Agreement or under the Certificates of such series any and all
withholding taxes applicable thereto as required by law. The Trustee agrees to
act as such withholding agent and, in connection therewith, whenever any present
or future taxes or similar charges are required to be withheld with respect to
any amounts payable in respect of the Certificates of such series, to withhold
such amounts and timely pay the same to the appropriate authority in the name of
and on behalf of the Certificateholders of such series, that it will file any
necessary withholding tax returns or statements when due, and that, as promptly
as possible after the payment thereof, it will deliver to each such
Certificateholder of such series appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

                  Section 7.17. Trustee's Liens. The Trustee in its individual
capacity agrees that it will, in respect of each Trust created by this
Agreement, at its own cost and expense (and without right of indemnity
hereunder, including Section 7.07), promptly take any action as may be necessary
to duly discharge and satisfy in full any mortgage, pledge, lien, charge,
encumbrance, security interest or claim ("Trustee's Liens") on or with respect
to the Trust Property of such Trust which is attributable to the Trustee either
(i) in its individual capacity and which is unrelated to the transactions
contemplated by this Agreement or the related Note Documents or (ii) as Trustee
hereunder or in its individual capacity and which arises out of acts or
omissions which are not contemplated by this Agreement.

                  Section 7.18. Preferential Collection of Claims. The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding any
creditor relationship listed in Section 311(b) of the Trust Indenture Act. If
the Trustee shall resign or be removed as Trustee, it shall be subject to
Section 311(a) of the Trust Indenture Act to the extent provided therein.

                  Section 7.19. Capacity in Which Acting. The Trustee acts
hereunder and under any Trust not in its individual capacity but solely as
trustee except as expressly provided herein or in the related Trust Supplement.

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

                  Section 8.01. The Company to Furnish Trustee with Names and
Addresses of Certificateholders. With respect to the Certificates of each
series, the Company will furnish (or cause to be furnished) to the Trustee
within 15 days after each Record Date with respect to a Scheduled Payment (and,
in any case, at intervals of not more than six months), and at such other times
as the Trustee may request in writing within 30 days after receipt by the
Company of any such request, a list, in such form as the Trustee may reasonably
require, of all information in the possession or control of the Company as to
the names and addresses of the Certificateholders of such series, in each case
as of a date not more than 15 days prior to the time such list is

                                       45

<PAGE>

furnished; provided, however, that so long as the Trustee is the sole Registrar
for such series, no such list need be furnished; and provided further, that no
such list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.12.

                  Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders of each series received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.

                  Section 8.03. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first full year following the issuance of any
series of Certificates, the Trustee shall transmit to the Certificateholders of
such series, as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of such May 15, if required by and in compliance with Section
313(a) of the Trust Indenture Act. The Trustee shall also transmit to
Certificateholders such reports, if any, as may be required pursuant to Section
313(b) of the Trust Indenture Act at the times and in the manner provided
pursuant thereto and to Section 313(c) thereof.

                  Section 8.04. Reports by the Company. The Company shall:

                  (a)      file with the Trustee, within 30 days after the
         Company is required to file the same with the SEC, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the SEC may from time to
         time by rules and regulations prescribe) which the Company is required
         to file with the SEC pursuant to section 13 or section 15(d) of the
         Securities Exchange Act of 1934, as amended; or, if the Company is not
         required to file information, documents or reports pursuant to either
         of such sections, then to file with the Trustee and the SEC, in
         accordance with rules and regulations prescribed by the SEC, such of
         the supplementary and periodic information, documents and reports which
         may be required pursuant to section 13 of the Securities Exchange Act
         of 1934, as amended, in respect of a security listed and registered on
         a national securities exchange as may be prescribed in such rules and
         regulations, provided the Company may fulfill the requirements of this
         Section 8.04(a) by providing the material described herein in an
         electronic format by electronic mail or accessible over the internet;

                  (b)      file with the Trustee and the SEC, in accordance with
         the rules and regulations prescribed by the SEC, such additional
         information, documents and reports with respect to compliance by the
         Company with the conditions and covenants of the Company provided for
         in this Agreement, as may be required by such rules and regulations;

                  (c)      transmit to all Certificateholders, in the manner and
         to the extent provided in Section 313(c) of the Trust Indenture Act,
         such summaries of any information,

                                       46

<PAGE>

         documents and reports required to be filed by the Company pursuant to
         subsections (a) and (b) of this Section 8.04 as may be required by
         rules and regulations prescribed by the SEC; and

                  (d)      furnish to the Trustee, not less often than annually,
         a brief certificate from the principal executive officer, principal
         financial officer or principal accounting officer as to his or her
         knowledge of the Company's compliance with all conditions and covenants
         of the Company under this Agreement (it being understood that for
         purposes of this paragraph (d), such compliance shall be determined
         without regard to any grace period or requirement of notice provided
         under this Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

                  Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of any Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to an
Intercreditor Agreement, a Participation Agreement or a Liquidity Facility, for
any of the following purposes:

                  (1)      to provide for the formation of a Trust, the issuance
                           of a series of Certificates and other matters
                           contemplated by Section 2.01(b); or

                  (2)      to evidence the succession of another Person to the
                           Company and the assumption by any such successor of
                           the covenants of the Company contained in this
                           Agreement or of the Company's obligations under any
                           Intercreditor Agreement, any Participation Agreement
                           or any Liquidity Facility; or

                  (3)      to add to the covenants of the Company for the
                           benefit of the Certificateholders of any series, or
                           to surrender any right or power conferred upon the
                           Company in this Agreement, any Participation
                           Agreement, any Intercreditor Agreement or any
                           Liquidity Facility; or

                  (4)      to cure any ambiguity or to correct any mistake or
                           inconsistency contained herein or in any related
                           Trust Supplement, any Intercreditor Agreement or any
                           Liquidity Facility; or

                  (5)      to make or modify any other provision in regard to
                           matters or questions arising under this Basic
                           Agreement or any related Trust Supplement, any
                           Intercreditor Agreement or any Liquidity Facility as
                           the Company may deem necessary or desirable and that
                           will not materially adversely affect the interests of
                           the related Certificateholders; or

                  (6)      to comply with any requirement of the SEC, any
                           applicable law, rules or

                                       47

<PAGE>

                           regulations of any exchange or quotation system on
                           which the Certificates of any series are listed or of
                           any regulatory body; or

                  (7)      to modify, eliminate or add to the provisions of this
                           Agreement, any Intercreditor Agreement or any
                           Liquidity Facility to such extent as shall be
                           necessary to continue the qualification of this
                           Agreement (including any supplemental agreement), any
                           Intercreditor Agreement or any Liquidity Facility
                           under the Trust Indenture Act or under any similar
                           Federal statute hereafter enacted, and to add to this
                           Agreement, any Intercreditor Agreement or any
                           Liquidity Facility such other provisions as may be
                           expressly permitted by the Trust Indenture Act,
                           excluding, however, the provisions referred to in
                           Section 316(a)(2) of the Trust Indenture Act as in
                           effect at the date as of which this Basic Agreement
                           was executed or any corresponding provision in any
                           similar Federal statute hereafter enacted; or

                  (8)      to evidence and provide for the acceptance of
                           appointment by a successor Trustee under this
                           Agreement, any Intercreditor Agreement, any
                           Participation Agreement, any Indenture or any
                           Liquidity Facility with respect to one or more Trusts
                           and to add to or change any of the provisions of this
                           Agreement, any Intercreditor Agreement or any
                           Liquidity Facility as shall be necessary to provide
                           for or facilitate the administration of the Trust
                           hereunder and thereunder by more than one Trustee,
                           pursuant to the requirements of Section 7.10; or

                  (9)      to provide the information required under Section
                           7.12 and Section 12.04 as to the Trustee; or

                  (10)     to add to or change any of the provisions of this
                           Agreement or any Trust Supplement to such extent as
                           shall be necessary to facilitate the issuance of
                           Certificates in bearer form or to facilitate or
                           provide for the issuance of Certificates in global
                           form in addition to or in place of Certificates in
                           certificated form; or

                  (11)     to provide for the delivery of agreements
                           supplemental hereto or the Certificates of any series
                           in or by any means of any computerized, electronic or
                           other medium, including without limitation by
                           computer diskette; or

                  (12)     to correct or supplement the description of any
                           property constituting property of such Trust; or

                  (13)     to modify, eliminate or add to the provisions of this
                           Basic Agreement or any Trust Supplement in order to
                           reflect the substitution of a Substitute Aircraft for
                           any aircraft; or

                  (14)     to make any other amendments or modifications hereto,
                           provided that such

                                       48

<PAGE>

                           amendments or modifications shall only apply to
                           Certificates of one or more series to be thereafter
                           issued;

provided, however, that no such supplemental agreement shall cause any Trust to
become an association taxable as a corporation for United States federal income
tax purposes.

                  Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates of such series (including consents obtained in connection
with a consent solicitation, tender offer or exchange offer for the
Certificates) evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in such Trust, by Direction of said
Certificateholders delivered to the Company and the Trustee, the Company may
(with the consent of the Owner Trustees, if any, relating to such Certificates,
which consent shall not be unreasonably withheld), but shall not be obligated
to, and the Trustee (subject to Section 9.03) shall, enter into an agreement or
agreements supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement,
any Intercreditor Agreement or any Liquidity Facility to the extent applicable
to such Certificateholders or of modifying in any manner the rights and
obligations of such Certificateholders under this Agreement, any Intercreditor
Agreement or any Liquidity Facility; provided, however, that no such agreement
shall, without the consent of the Certificateholder of each Outstanding
Certificate adversely affected thereby:

                  (1)      reduce in any manner the amount of, or delay the
                           timing of, any receipt by the Trustee of payments on
                           the Equipment Notes held in such Trust or
                           distributions that are required to be made herein on
                           any Certificate of such series, or change any date of
                           payment on any Certificate of such series, or change
                           the place of payment where, or the coin or currency
                           in which, any Certificate of such series is payable
                           (other than as provided for in such Certificate), or
                           impair the right to institute suit for the
                           enforcement of any such payment or distribution on or
                           after the Regular Distribution Date or Special
                           Distribution Date applicable thereto; or

                  (2)      except as permitted by this Agreement or the
                           applicable Intercreditor Agreement or Liquidity
                           Facility, permit the disposition of any Equipment
                           Note included in the Trust Property of such Trust or
                           otherwise deprive such Certificateholder of the
                           benefit of the ownership of the Equipment Notes in
                           such Trust; or

                  (3)      alter the priority of distributions specified in the
                           relevant Intercreditor Agreement, if any, in a manner
                           materially adverse to the interests of the
                           Certificateholders of any series; or

                  (4)      modify any of the provisions of this Section 9.02
                           with respect to such series of Certificates, except
                           to increase the specified percentage of the aggregate
                           Fractional Undivided Interests of such Trust that is
                           required for any supplemental agreement as set forth
                           therein, or to provide that certain

                                       49

<PAGE>

                           other provisions of this Agreement cannot be modified
                           or waived without the consent of the
                           Certificateholder of each Certificate of such series
                           affected thereby; or

                  (5)      cause any Trust to become an association taxable as a
                           corporation for United States federal income tax
                           purposes.

                  It shall not be necessary for any Direction of such
Certificateholders under this Section 9.02 to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof.

                  Section 9.03. Documents Affecting Immunity or Indemnity. If in
the opinion of the Trustee any document required to be executed by it pursuant
to the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity
or indemnity in favor of the Trustee under this Basic Agreement or any Trust
Supplement, the Trustee may in its discretion decline to execute such document.

                  Section 9.04. Execution of Supplemental Agreements. In
executing, or accepting the additional trusts created by, any supplemental
agreement permitted by this Article IX or the modifications thereby of the
trusts created by this Agreement, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental agreement is authorized or permitted by this
Agreement.

                  Section 9.05. Effect of Supplemental Agreements. Upon the
execution of any agreement supplemental to this Agreement under this Article IX,
this Agreement shall be modified in accordance therewith, and such supplemental
agreement shall form a part of this Agreement for all purposes, and every
Certificateholder of each series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby to the extent applicable to such
series.

                  Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  Section 9.07. Reference in Certificates to Supplemental
Agreements. Certificates of each series authenticated and delivered after the
execution of any supplemental agreement applicable to such series pursuant to
this Article IX may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental agreement; and, in such case, suitable
notation may be made upon Outstanding Certificates of such series after proper
presentation and demand.

                                   ARTICLE X

                AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

                  Section 10.01. Amendments and Supplements to Indentures and
Other Note Documents. In the event that the Trustee, as holder (or beneficial
owner through the

                                       50

<PAGE>

Subordination Agent) of any Equipment Notes (or as a prospective purchaser of
any Postponed Notes) in trust for the benefit of the Certificateholders of any
series or as Controlling Party under an Intercreditor Agreement, receives
(directly or indirectly through the Subordination Agent) a request for a consent
to any amendment, modification, waiver or supplement under any Indenture or
other Note Document, subject to Section 9.01 hereof, the Trustee shall forthwith
send a notice of such proposed amendment, modification, waiver or supplement to
each Certificateholder of such series registered on the Register as of the date
of such notice. The Trustee shall request from the Certificateholders of such
series a Direction as to (a) whether or not to take or refrain from taking (or
direct the Subordination Agent to take or refrain from taking) any action which
a holder of (or, with respect to Postponed Notes, a prospective purchaser of)
such Equipment Note has the option to direct, (b) whether or not to give or
execute (or direct the Subordination Agent to give or execute) any waivers,
consents, amendments, modifications or supplements as a holder of (or, with
respect to Postponed Notes, a prospective purchaser of) such Equipment Note or a
Controlling Party and (c) how to vote (or direct the Subordination Agent to
vote) any Equipment Note (or, with respect to a Postponed Note, its commitment
to acquire such Postponed Note) if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing), (i) other than as Controlling Party, the Trustee shall vote for
or give consent to any such action with respect to such Equipment Note (or
Postponed Note) in the same proportion as that of (A) the aggregate face amount
of all Certificates actually voted in favor of or for giving consent to such
action by such Direction of Certificateholders to (B) the aggregate face amount
of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less
than a majority in interest in the related Trust. For purposes of the
immediately preceding sentence, a Certificate shall have been "actually voted"
if the Holder of such Certificate has delivered to the Trustee an instrument
evidencing such Holder's consent to such Direction prior to one Business Day
before the Trustee directs such action or casts such vote or gives such consent.
Notwithstanding the foregoing, but subject to Section 6.04 and any Intercreditor
Agreement, the Trustee may, with respect to the Certificates of any series, in
its own discretion and at its own direction, consent and notify the relevant
Loan Trustee of such consent (or direct the Subordination Agent to consent and
notify the Loan Trustee of such consent) to any amendment, modification, waiver
or supplement under any related Indenture or any other related Note Document if
an Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders of such series.

                                   ARTICLE XI

                              TERMINATION OF TRUSTS

                  Section 11.01. Termination of the Trusts. In respect of each
Trust created by the Basic Agreement as supplemented by a related Trust
Supplement, the respective obligations and responsibilities of the Company and
the Trustee with respect to such Trust shall terminate upon the distribution to
all Holders of Certificates of the series of such Trust and the Trustee of all
amounts required to be distributed to them pursuant to this Agreement and the
disposition of all

                                       51

<PAGE>

property held as part of the Trust Property of such Trust; provided, however,
that in no event shall such Trust continue beyond the final expiration date
determined as provided in such Trust Supplement.

                  Notice of any termination of a Trust, specifying the
applicable Regular Distribution Date (or applicable Special Distribution Date,
as the case may be) upon which the Certificateholders of any series may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be mailed promptly by the Trustee to
Certificateholders of such series not earlier than 60 days and not later than 15
days preceding such final distribution specifying (i) the Regular Distribution
Date (or Special Distribution Date, as the case may be) upon which the proposed
final payment of the Certificates of such series will be made upon presentation
and surrender of Certificates of such series at the office or agency of the
Trustee therein specified, (ii) the amount of any such proposed final payment,
and (iii) that the Record Date otherwise applicable to such Regular Distribution
Date (or Special Distribution Date, as the case may be) is not applicable,
payments being made only upon presentation and surrender of the Certificates of
such series at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Registrar at the time such notice is given
to Certificateholders of such series. Upon presentation and surrender of the
Certificates of such series in accordance with such notice, the Trustee shall
cause to be distributed to Certificateholders of such series amounts
distributable on such Regular Distribution Date (or Special Distribution Date,
as the case may be) pursuant to Section 4.02.

                  In the event that all of the Certificateholders of such series
shall not surrender their Certificates for cancellation within six months after
the date specified in the above-mentioned written notice, the Trustee shall give
a second written notice to the remaining Certificateholders of such series to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. No additional interest shall accrue on the Certificates of
such series after any Regular Distribution Date (or Special Distribution Date,
as the case may be) of such series, as specified in the first written notice. If
any money held by the Trustee for the payment of distributions on the
Certificates of such series remains unclaimed for two years (or such lesser time
as the Trustee shall be satisfied, after 60 days' notice from the Company, is
one month prior to the escheat period provided under applicable law) after the
final distribution date with respect thereto, the Trustee shall pay to each Loan
Trustee the appropriate amount of money relating to such Loan Trustee and shall
give written notice thereof to any related Owner Trustees and the Company.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01. Limitation on Rights of Certificateholders. (a)
The insolvency, death or incapacity of any Certificateholder of any series shall
not operate to terminate this Agreement or the related Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of

                                       52

<PAGE>

the parties hereto or any of them. No Certificateholder of any series shall be
entitled to revoke the related Trust.

                  (b)      No transfer, by operation of law or otherwise, of any
Certificate or other right, title and interest of any Certificateholder in and
to the applicable Trust Property or under the related Trust shall operate to
terminate the Trust or entitle such Certificateholder or any successor or
transferee of such Certificateholder to an accounting or to the transfer to it
of legal title to any part of such Trust Property.

                  Section 12.02. Certificates Nonassessable and Fully Paid.
Certificateholders of each series shall not be personally liable for obligations
of the related Trust, the Fractional Undivided Interests represented by the
Certificates of such series shall be nonassessable for any losses or expenses of
such Trust or for any reason whatsoever, and Certificates of such series upon
authentication thereof by the Trustee pursuant to Section 3.02 are and shall be
deemed fully paid. No Certificateholder of such series shall have any right
(except as expressly provided herein) to vote or in any manner otherwise control
the operation and management of the related Trust Property, the related Trust,
or the obligations of the parties hereto, nor shall anything set forth herein,
or contained in the terms of the Certificates of such series, be construed so as
to constitute the Certificateholders of such series from time to time as
partners or members of an association.

                  Section 12.03. Registration of Equipment Notes in Name of
Subordination Agent. If a Trust is party to an Intercreditor Agreement, the
Trustee agrees that all Equipment Notes to be purchased by such Trust may be
issued in the name of the Subordination Agent under such Intercreditor Agreement
or its nominee and held by such Subordination Agent in trust for the benefit of
the Certificateholders, or, if not so held, such Subordination Agent or its
nominee shall be reflected as the owner of such Equipment Notes in the register
of the issuer of such Equipment Notes.

                  Section 12.04. Notices. (a) Unless otherwise expressly
specified or permitted by the terms hereof or in the applicable Trust Supplement
with respect to any Trust created thereby, all notices required or permitted
under the terms and provisions of this Basic Agreement or such Trust Supplement
shall be in English and in writing, and any such notice may be given by U.S.
mail, courier service or facsimile or any other customary means of
communication, and any such notice shall be effective when delivered (or, if
mailed, three Business Days after deposit, postage prepaid, in the first class
U.S. mail and, if delivered by facsimile, upon completion of transmission and
confirmation by the sender (by a telephone call to a representative of the
recipient or by machine confirmation) that the transmission was received),

if to the Company, to:

         Delta Air Lines, Inc.
         1030 Delta Boulevard
         Atlanta, Georgia 30320
         Attention: Director - Corporate Finance, Dept. 856
         Telephone: (404) 715-6707

                                       53

<PAGE>

         Facsimile: (404) 715-4862

         with a copy to:

         Delta Air Lines, Inc.
         1030 Delta Boulevard
         Atlanta, Georgia 30320
         Attn: General Counsel,
                   Dept. 971
         Telephone: (404) 715-2387
         Facsimile: (404) 715-1657

if to the Trustee, 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
         Facsimile:  (860) 244-1881

                  (b)      The Company or the Trustee, by notice to the other,
may designate additional or different addresses for subsequent notices or
communications.

                  (c)      Any notice or communication to Certificateholders of
any series shall be mailed by first-class mail to the addresses for
Certificateholders of such series shown on the Register kept by the Registrar
and to addresses filed with the Trustee for Certificate Owners of such series.
Failure so to mail a notice or communication or any defect in such notice or
communication shall not affect its sufficiency with respect to other
Certificateholders or Certificate Owners of such series.

                  (d)      If a notice or communication is mailed in the manner
provided above, it is conclusively presumed to have been duly given, whether or
not the addressee receives it.

                  (e)      If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

                  (f)      The Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the Trustee
hereunder from any Certificateholder, Certificate Owner, Owner Trustee, Loan
Trustee, Liquidity Provider or Subordination Agent.

                  (g)      Whenever the words "notice" or "notify" or similar
words are used herein, they shall have the same meaning ascribed to these terms
as set forth in this Section 12.04.

                                       54

<PAGE>

                  Section 12.05. Governing Law. THIS BASIC AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK AND THIS BASIC AGREEMENT, TOGETHER WITH ALL
TRUST SUPPLEMENTS AND CERTIFICATES, 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 AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

                  Section 12.06. Severability of Provisions. 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 12.07. Trust Indenture Act Controls. This Agreement is
subject to the provisions of the Trust Indenture Act and if any provision of
this Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control. If any provision of this Agreement modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Agreement as so
modified, or to be excluded, as the case may be, whether or not such provision
of this Agreement refers expressly to such provision of the Trust Indenture Act.

                  Section 12.08. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 12.09. Successors and Assigns. All covenants,
agreements, representations and warranties in this Agreement by the Trustee and
the Company shall bind and, to the extent permitted hereby, shall inure to the
benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not. Any request, notice, direction, consent, waiver or
other instrument or action by any Certificateholder shall bind the successors
and assigns of such Certificateholder.

                  Section 12.10. Benefits of Agreement. Nothing in this
Agreement or in the Certificates of any series, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder, and
the Certificateholders of each series, any benefit or any legal or equitable
right, remedy or claim under this Agreement, except as provided expressly
herein.

                  Section 12.11. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate of
any series is not a Business Day with respect to such series, then
(notwithstanding any other provision of this Agreement) payment need not be made
on such date, but may be made on the next succeeding Business Day with the

                                       55

<PAGE>

same force and effect as if made on such Regular Distribution Date or Special
Distribution Date, and no interest shall accrue during the intervening period.

                  Section 12.12. Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                  Section 12.13. Communication by Certificateholders with Other
Certificateholders. Certificateholders of any series may communicate with other
Certificateholders of such series with respect to their rights under this Basic
Agreement, the related Trust Supplement or the Certificates of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and any and all other persons benefited by this Agreement shall have the
protection afforded by Section 312(c) of the Trust Indenture Act.

                  Section 12.14. Normal Commercial Relations. Anything contained
in this Agreement to the contrary notwithstanding, the Trustee and any
Certificateholder, or any bank or other affiliate of any such party, may conduct
any banking or other financial transactions, and have banking or other
commercial relationships, with the Company fully to the same extent as if this
Agreement were not in effect, including without limitation the making of loans
or other extensions of credit to the Company for any purpose whatsoever, whether
related to any of the transactions contemplated hereby or otherwise.

                  Section 12.15. No Recourse Against Others. No past, present or
future director, officer, employee, agent, member, manager, trustee or
stockholder, as such, of the Company or any successor Person shall have any
liability for any obligations of the Company or any successor Person, either
directly or through the Company or any successor Person, under the Certificates
or this Agreement or for any claim based on, in respect of or by reason of such
obligations or their creation, whether by virtue of any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise. By accepting a Certificate, each
Certificateholder agrees to the provisions of this Section 12.15 and waives and
releases all such liability. Such waiver and release shall be part of the
consideration for the issue of the Certificates.

                                       56

<PAGE>

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

                                 DELTA AIR LINES, INC.

                                 By: _____________________________________
                                     Name: Joan Repetti
                                     Title: Director - Corporate Finance

                                 STATE STREET BANK AND TRUST
                                 COMPANY OF CONNECTICUT, NATIONAL
                                 ASSOCIATION,
                                 Trustee

                                 By: _____________________________________
                                     Name:
                                     Title:

                                       57

<PAGE>

                                    EXHIBIT A
                                       TO
                          PASS THROUGH TRUST AGREEMENT

                               FORM OF CERTIFICATE

                  *Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange or payment, and
any Certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                  DELTA AIR LINES, INC. PASS THROUGH TRUST [ ]

            __% DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES [ ]

                           Final Regular Distribution Date: [  ],

                           evidencing a fractional undivided interest in a
                           Trust, the property of which includes or will
                           include, among other things, certain Equipment Notes
                           each secured by certain Aircraft owned by or leased
                           to Delta Air Lines, Inc.

Certificate No. [ ]        $[ ] Fractional Undivided Interest representing 0.
                           _________% of the Trust per $1,000 face amount

                  THIS CERTIFIES THAT [ ], for value received, is the registered
owner of a $[ ] ([ ] dollars) Fractional Undivided Interest in the Delta Air
Lines Pass Through Trust, Series [ ] (the "Trust") created by
______________________, as trustee (the "Trustee"), pursuant to a Pass Through
Trust Agreement dated as of November 16, 2000 (the "Basic Agreement"), as
supplemented by Trust Supplement No. [ ] thereto dated [ ], [ ] (collectively,
the "Agreement"), between the Trustee and Delta Air Lines, Inc., a corporation
incorporated under Delaware law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "[ ]% Delta Air Lines Pass Through Certificates,
Series [ ]" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement. By
virtue of its acceptance hereof, the Certificateholder of this Certificate
assents to and agrees to be bound by the provisions of the Agreement and any
related

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

                                      A-1

<PAGE>

Intercreditor Agreement. The property of the Trust includes or will
include certain Equipment Notes and all rights of the Trust and the Trustee, on
behalf of the Trust, to receive any payments under any Intercreditor Agreement
or Liquidity Facility (the "Trust Property"). Each issue of the Equipment Notes
is or will be secured by, among other things, a security interest in certain
Aircraft leased to or owned by the Company.

                  The Certificates represent fractional undivided interests in
the Trust and the Trust Property, and, except as may be specified in any
Intercreditor Agreement or in the applicable Trust Supplement, will have no
rights, benefits or interest in respect of any other separate trust established
pursuant to the terms of the Basic Agreement for any other series of
certificates issued pursuant thereto.

                  Subject to and in accordance with the terms of the Agreement
and any related Intercreditor Agreement, from funds then available to the
Trustee, there will be distributed on each ____________ and _______________ (a
"Regular Distribution Date"), commencing on ___________, ____, to the Person in
whose name this Certificate is registered at the close of business on the 15th
day preceding the Regular Distribution Date or such other date as shall be
specified for such series in the applicable Trust Supplement, an amount in
respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement and any related
Intercreditor Agreement, in the event that Special Payments on the Equipment
Notes are received by the Trustee, from funds then available to the Trustee,
there shall be distributed on the applicable Special Distribution Date, to the
Person in whose name this Certificate is registered at the close of business on
the 15th day preceding the Special Distribution Date or such other date as shall
be specified for such series in the applicable Trust Supplement, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

                  Distributions on this Certificate will be made by the Trustee
by check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon, except that
with respect to Certificates registered on the Record Date in the name of a
Clearing Agency (or its nominee), such distributions shall be made by wire
transfer. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.

                                      A-2

<PAGE>

                  The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company, the Trustee, the
Loan Trustee, any Owner Trustee or any Owner Participant or any Affiliate
thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property for any payment or distribution due
to such Certificateholder pursuant to the terms of the Agreement and that it
will not have any recourse to the Company, the Trustee, the Loan Trustees, any
Owner Trustee or any Owner Participant except as otherwise expressly provided in
the Agreement, in any Note Document or in the Intercreditor Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust. Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Certificateholders of
any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Registrar, or
by any successor Registrar duly endorsed or accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Registrar, duly executed
by the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

                  The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 Fractional Undivided Interest
and integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

                                      A-3

<PAGE>

                  No service charge will be made for any such registration of
transfer or exchange, but the Trustee shall require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.

                  The Company, the Trustee, the Registrar, and any Paying Agent
shall deem and treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Company, the Trustee, the
Registrar or any such agent shall be affected by any notice to the contrary.

                  The obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.

                  THIS CERTIFICATE AND THE 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 AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                      A-4

<PAGE>

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

                    DELTA AIR LINES, INC. PASS THROUGH TRUST

                                    By: STATE STREET BANK AND TRUST
                                    COMPANY OF CONNECTICUT, NATIONAL
                                    ASSOCIATION
                                         as Trustee

                                    By: ________________________________________
                                         Title:

Dated:

              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                    By:  STATE STREET BANK AND TRUST
                                    COMPANY OF CONNECTICUT, NATIONAL
                                    ASSOCIATION
                                    as Trustee

                                    By: ________________________________________
                                         Authorized Officer

                                      A-5