EX-4.2




 Exhibit 4.2 

Execution Version 
 TRUST
SUPPLEMENT NO. 2019-1AA 
 Dated as of March 13, 2019 

between 
 DELTA AIR LINES, INC.

 and 
 U.S. BANK
TRUST NATIONAL ASSOCIATION, 
 as Trustee, 

To 
 PASS THROUGH TRUST
AGREEMENT 
 Dated as of November 16, 2000 

Delta Air Lines Pass Through Trust 2019-1AA 

Delta Air Lines Pass Through Certificates, 

Series 2019-1AA 

  
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 Table of Contents 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	2	 
			
	 Section 1.01
	 	Definitions	  	 	2	 
		
	 ARTICLE II DECLARATION OF TRUST
	  	 	8	 
			
	 Section 2.01
	 	Declaration of Trust	  	 	8	 
	 Section 2.02
	 	Permitted Activities	  	 	8	 
		
	 ARTICLE III THE CERTIFICATES
	  	 	8	 
			
	 Section 3.01
	 	The Certificates	  	 	8	 
	 Section 3.02
	 	Terms and Conditions	  	 	9	 
		
	 ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS AA CERTIFICATES
	  	 	11	 
			
	 Section 4.01
	 	Issuance of Class AA Certificates	  	 	11	 
	 Section 4.02
	 	Legends	  	 	11	 
	 Section 4.03
	 	Book-Entry Provisions for Global Certificates	  	 	12	 
		
	 ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS
	  	 	13	 
			
	 Section 5.01
	 	Statements to Certificateholders	  	 	13	 
		
	 ARTICLE VI DEFAULT
	  	 	15	 
			
	 Section 6.01
	 	Purchase Rights of Certificateholders	  	 	15	 
		
	 ARTICLE VII THE TRUSTEE
	  	 	18	 
			
	 Section 7.01
	 	Delivery of Documents; Delivery Dates	  	 	18	 
	 Section 7.02
	 	[Reserved]	  	 	19	 
	 Section 7.03
	 	The Trustee	  	 	19	 
	 Section 7.04
	 	Representations and Warranties of the Trustee	  	 	19	 
	 Section 7.05
	 	Trustee Liens	  	 	20	 
		
	 ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
	  	 	20	 
			
	 Section 8.01
	 	Amendment of Sections 5.02 and 6.07 of the Basic Agreement	  	 	20	 
	 Section 8.02
	 	Supplemental Agreements Without Consent of Class AA Certificateholders	  	 	21	 
	 Section 8.03
	 	Supplemental Agreements with Consent of Class AA Certificateholders	  	 	22	 
	 Section 8.04
	 	Consent of Trustees for Amendment of Section 6.01	  	 	22	 
	 Section 8.05
	 	Amendment of Section 7.12(c) of the Basic Agreement	  	 	23	 


  
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	 	 	 	  	Page	 
		
	 ARTICLE IX MISCELLANEOUS PROVISIONS
	  	 	23	 
			
	 Section 9.01
	 	Final Termination Date	  	 	23	 
	 Section 9.02
	 	Basic Agreement Ratified	  	 	23	 
	 Section 9.03
	 	Governing Law	  	 	23	 
	 Section 9.04
	 	Counterparts	  	 	23	 
	 Section 9.05
	 	Intention of Parties	  	 	23	 
	 Section 9.06
	 	Submission to Jurisdiction	  	 	24	 
	 Section 9.07
	 	Successor and Assigns	  	 	24	 
	 Section 9.08
	 	Normal Commercial Relations	  	 	24	 
	 Section 9.09
	 	No Recourse against Others	  	 	24	 
	 Section 9.10
	 	U.S.A. Patriot Act	  	 	25	 

  

					
	 EXHIBITS
	  	 	  	 
			
	Exhibit A	  	-	  	Form of Certificate
			
	Exhibit B	  	-	  	DTC Letter of Representations
			
	 SCHEDULES
	  	 	  	 
			
	Schedule I	  	-	  	Series AA Equipment Notes, Principal Amounts, Maturities and Aircraft
			
	Schedule II	  	-	  	Note Documents


  
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 TRUST SUPPLEMENT NO. 2019-1AA 

This TRUST SUPPLEMENT NO. 2019-1AA, dated as of March 13, 2019 (as amended from time to time, the
“Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Delta”), and U.S. BANK
TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass
Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic
Agreement”). 
 W I T N E S S E T H: 

WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face amount of Certificates that may be issued and authenticated
thereunder, has heretofore been executed and delivered; 
 WHEREAS, Delta is the owner of the fourteen (14) aircraft described in
Schedule I (the “Aircraft”), and Delta wishes to finance the Aircraft through the issuance of the Equipment Notes; 

WHEREAS, pursuant to each Indenture, Delta will issue on a recourse basis two series of Equipment Notes secured by the related Aircraft and
may issue one or more series of Additional Equipment Notes and one or more series of Refinancing Equipment Notes; 
 WHEREAS, the Trustee
shall hereby declare the creation of the Class AA Trust (as defined below) for the benefit of Holders of the Class AA Certificates (as defined below) to be issued in respect of such Class AA Trust, and the initial Holders of the
Class AA Certificates, as grantors of such Class AA Trust, by their respective acceptances of the Class AA Certificates, shall join in the creation of the Class AA Trust with the Trustee; 

WHEREAS, all Certificates to be issued by the Class AA Trust will evidence Fractional Undivided Interests in the Class AA Trust and
will have no rights, benefits or interests in respect of any other separate Trust or the property held therein; 
 WHEREAS, pursuant to the
terms and conditions of the Basic Agreement, as supplemented by this Trust Supplement and the Participation Agreements, the Trustee on behalf of the Class AA Trust shall purchase the Series AA Equipment Notes issued by the Company pursuant to
the Indentures related to the Aircraft having the identical interest rate as, and final maturity dates not later than the final Regular Distribution Date of, the Class AA Certificates issued hereunder and shall hold such Series AA Equipment
Notes in trust for the benefit of the Class AA Certificateholders; 
 WHEREAS, pursuant to the terms and conditions of the
Intercreditor Agreement referred to in Section 3.02(j) hereof, the Trustee and the other parties thereto will agree to the terms of subordination set forth therein; 

  
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 WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement,
when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Trust Supplement in the form
and with the terms hereof have been in all respects duly authorized; 
 WHEREAS, the Basic Agreement, as supplemented by this Trust
Supplement, 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. Unless otherwise specified herein or the context otherwise requires, capitalized terms used but not
defined herein, including in the recitals hereto, shall have the respective meanings set forth, and shall be construed and interpreted in the manner described, in the Basic Agreement. As used herein, the term “Agreement” shall mean the
Basic Agreement, as supplemented by this Trust Supplement. For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized terms have the following meanings (any term used herein which is defined in both
this Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement). 

Additional Certificateholder: Has the meaning specified in the Intercreditor Agreement. 

Additional Certificates: Has the meaning specified in the Intercreditor Agreement. 

Additional Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Additional Trust: Has the meaning specified in the Intercreditor Agreement. 

Additional Trust Agreement: Has the meaning specified in the Intercreditor Agreement. 

Affiliate: Has the meaning specified in the Intercreditor Agreement. 

Agreement: Has the meaning specified in the first paragraph of Section 1.01 of this Trust Supplement. 

  
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 Aircraft: Has the meaning specified in the recitals to this Trust Supplement and any
Replacement Aircraft (as defined in the applicable Indenture) in replacement thereof in accordance with the applicable Indenture. 

Applicable Participation Agreement: Has the meaning specified in Section 7.01(b) of this Trust Supplement. 

Basic Agreement: Has the meaning specified in the preamble to this Trust Supplement. 

Benefit Plan Investor: (a) Any employee benefit plan (as defined in Section 3(3) of ERISA), that is subject to the fiduciary
provisions of Title I of ERISA, (b) any plan to which Section 4975 of the Code applies and (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the
entity or otherwise. 
 Business Day: Has the meaning specified in the Intercreditor Agreement. 

Certificate: Means a Class AA Certificate or a Class A Certificate, as applicable. 

Certificate Buy-Out Event: Has the meaning specified in the Intercreditor Agreement. 

Certificateholder: Means, with respect to any Class of Certificates, the Person in whose name a Certificate is registered in the
Register for the Certificates of such Class. 
 Class: Has the meaning specified in the Intercreditor Agreement. 

Class AA Certificateholder: Means, at any time, any Certificateholder of one or more Class AA Certificates.

 Class AA Certificates: Has the meaning specified in Section 3.01 of this Trust Supplement. 

Class AA Liquidity Facility: Has the meaning specified in the Intercreditor Agreement. 

Class AA Liquidity Provider: Has the meaning specified in the Intercreditor Agreement. 

Class AA Trust: Has the meaning specified in Section 2.01 of this Trust Supplement. 

Class A Certificateholder: Means, at any time, any Certificateholder of one or more Class A Certificates. 

Class A Certificates: Has the meaning specified in the Intercreditor Agreement. 

Class A Trust: Has the meaning specified in the Intercreditor Agreement. 

  
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 Class A Trust Agreement: Has the meaning specified in the
Intercreditor Agreement. 
 Class A Trustee: Has the meaning specified in the Intercreditor Agreement. 

Code: Means the Internal Revenue Code of 1986, as amended. 

Company: Has the meaning specified in the preamble to this Trust Supplement. 

Corporate Trust Office: Has the meaning specified in the Intercreditor Agreement. 

Definitive Certificates: Has the meaning specified in Section 4.01(e) of this Trust Supplement. 

Delta: Has the meaning specified in the preamble to this Trust Supplement. 

Distribution Date: Means a Regular Distribution Date or a Special Distribution Date. 

DTC: Has the meaning specified in Section 3.02(f) of this Trust Supplement. 

DTC Participants: Has the meaning specified in Section 4.01(b) of this Trust Supplement. 

Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

ERISA: Means the Employee Retirement Income Security Act of 1974, as amended. 

Event of Default: With respect to any Indenture, has the meaning specified in Section 4.01 of such Indenture. 

Fractional Undivided Interests: Has the meaning specified in the Intercreditor Agreement. 

Global Certificate: Has the meaning specified in Section 4.01(b) of this Trust Supplement. 

Holder: Means a Certificateholder. 

Indenture: Has the meaning specified in the Intercreditor Agreement. 

Indirect Participants: Has the meaning specified in Section 4.01(b) of this Trust Supplement. 

Intercreditor Agreement: Has the meaning specified in Section 3.02(j) of this Trust Supplement. 

  
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 Issuance Date: Has the meaning specified in Section 7.01(a) of this Trust
Supplement. 
 Junior Additional Certificateholder: Means, with respect to any Additional Certificateholder exercising its right to
purchase Certificates under Section 6.01 of this Trust Supplement, any holder of any class of Additional Certificates that rank junior, in priority of payment of “Expected Distributions” for such class under the Intercreditor
Agreement, to the class of Additional Certificates held by such Additional Certificateholder. 
 Liquidity Provider: Has the meaning
specified in the Intercreditor Agreement. 
 Loan Trustee: Means, with respect to any Indenture, the bank, trust company or other
financial institution designated as loan trustee thereunder, and any successor to such loan trustee. 
 Note Documents: Means,
collectively, the Participation Agreements, the Indentures, each Indenture Supplement (as defined in any Indenture), each Manufacturer’s Consent (as defined in any Indenture) and the Equipment Notes. 

Operative Agreements: Has the meaning specified in the Intercreditor Agreement. 

Other Agreements: Means (i) the Class A Trust Agreement, (ii) any Additional Trust Agreement and (iii) any
Refinancing Trust Agreement. 
 Other Trustees: Means the trustees under the Other Agreements, and any successor or other trustee
appointed as provided therein. 
 Other Trusts: Means the Class A Trust, any Additional Trust or Trusts, or any Refinancing
Trust or Trusts, in each case created by the applicable Other Agreement. 
 Participation Agreement: Has the meaning specified in the
Intercreditor Agreement. 
 Paying Agent: Means, with respect to the Class AA Certificates, the paying agent maintained and
appointed for such Class AA Certificates pursuant to Section 7.12 of the Basic Agreement. 
 Person: Means 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. 

Plan: Means (i) a retirement plan or other employee benefit plan or arrangement, including for this purpose an individual
retirement account, annuity or Keogh plan, that is subject to Title I of ERISA or Section 4975 of the Code, (ii) any other entity whose underlying assets are deemed to include the assets of any plan or arrangement described in
(i) above by virtue of the U.S. Department of Labor regulation in 29 CFR §2510.3-101, as modified by Section 3(42) of ERISA (or any successor to such regulation), or (iii) such a
plan or arrangement which is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and Section 4975 of the Code but subject to a Similar Law. 

  
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 Plan Fiduciary: Has the meaning specified in Section 3.02(i) of this Trust
Supplement. 
 Pool Balance: Means, as of any date, (i) the original aggregate face amount of the Class AA Certificates
less (ii) the aggregate amount of all distributions made as of such date in respect of the Class AA 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 date shall be computed after giving effect to any distribution with respect to the payment of principal, if any, of the Series AA Equipment Notes or payment with respect to other Trust Property and
the distribution thereof to be made on such date. 
 Pool Factor: Means, as of any Distribution Date, the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original aggregate face amount of the Class AA Certificates. The Pool Factor as of any Distribution Date shall be computed after giving effect to any
distribution with respect to payment of principal, if any, of the Series AA Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on that date. 

Premium: Has the meaning specified in the Intercreditor Agreement. 

Prospectus Supplement: Means the final prospectus supplement, dated March 6, 2019, relating to the offering of the Certificates.

 Rating Agencies: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Certificateholder: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Certificates: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Trust: Has the meaning specified in the Intercreditor Agreement. 

Refinancing Trust Agreement: Has the meaning specified in the Intercreditor Agreement. 

Regular Distribution Date: Has the meaning specified in Section 3.02(c) of this Trust Supplement. 

Replacement Liquidity Facility: Has the meaning specified in the Intercreditor Agreement. 

  
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 Replacement Liquidity Provider: Has the meaning specified in the Intercreditor
Agreement. 
 Responsible Officer: Has the meaning specified in the Intercreditor Agreement. 

Scheduled Payment: Has the meaning specified in the Intercreditor Agreement. 

Securities Act: Means the Securities Act of 1933, as amended. 

Series AA Equipment Notes: Has the meaning specified in the Intercreditor Agreement. 

Similar Law: Means a foreign, federal, state, or local law which is substantially similar to the prohibited transaction provisions of
Title I of ERISA or Section 4975 of the Code. 
 Special Distribution Date: Means, with respect to the Class AA
Certificates, each date on which a Special Payment is to be distributed as specified in this Agreement. 
 Special Payment: Means any
payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or the Collateral (as defined in any Indenture). 

Special Payments Account: Means, with respect to the Class AA Certificates, the account or accounts created and maintained for
such series pursuant to Section 4.01(b) of the Basic Agreement (as modified by Section 7.01(c) of this Trust Supplement) and this Trust Supplement. 

Subordination Agent: Has the meaning specified in the Intercreditor Agreement. 

Triggering Event: Has the meaning specified in the Intercreditor Agreement. 

Trust: Means the Class AA Trust or the Class A Trust, as applicable. 

Trust Indenture Act: Means the Trust Indenture Act of 1939, as amended. 

Trust Property: Means (i) subject to the Intercreditor Agreement, the Series AA Equipment Notes held as the property of the
Class AA Trust, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account and the Special Payments Account and, subject to the Intercreditor
Agreement, any proceeds from the sale by the Trustee pursuant to Article VI of the Basic Agreement of any Equipment Notes and (iii) all rights of the Class AA Trust and the Trustee, on behalf of the Class AA Trust, under the
Intercreditor Agreement and the Class AA Liquidity Facility, including, without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Class AA Trust pursuant to the Intercreditor
Agreement or the Class AA Liquidity Facility. 
 Trust Supplement: Has the meaning specified in the preamble hereto. 

  
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 Trustee: Has the meaning specified in the preamble to this Trust Supplement. 

Underwriters: Means Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Wells Fargo
Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, PNC Capital Markets
LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank, C.L. King & Associates, Inc. and Siebert Cisneros Shank & Co., L.L.C. 

Underwriting Agreement: Means the Underwriting Agreement, dated March 6, 2019, among the Representative (as defined in the
Underwriting Agreement) of the Underwriters and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 

ARTICLE II 
 DECLARATION
OF TRUST 
 Section 2.01 Declaration of Trust. The Trustee hereby declares the creation of a Trust, designated the
“Delta Air Lines Pass Through Trust 2019-1AA” (the “Class AA Trust”), for the benefit of the Holders of the Class AA Certificates to be issued in respect of such
Class AA Trust, and the initial Holders of the Class AA Certificates, as grantors of such Class AA Trust, by their respective acceptances of the Class AA Certificates, join in the creation of such Class AA Trust with the
Trustee. The Trustee, by the execution and delivery of this Trust Supplement, acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust Supplement and the
Participation Agreements and the Trustee will hold such right, title and interest for the benefit of all present and future Holders of the Class AA Certificates, upon the trusts set forth in the Basic Agreement and this Trust Supplement. The
provisions of this Section 2.01 supersede and replace the provisions of Sections 2.03 of the Basic Agreement, with respect to the Class AA Trust. 

Section 2.02 Permitted Activities. The Class AA Trust may only engage in the transactions contemplated by the Operative
Agreements, subject to Section 9.05 of this Trust Supplement. 
 ARTICLE III 

THE CERTIFICATES 

Section 3.01 The Certificates. There is hereby created a series of Certificates to be issued under this Agreement designated as
“Delta Air Lines Pass Through Certificates, Series 2019-1AA” (the “Class AA Certificates”). Each Class AA Certificate represents a Fractional Undivided Interest in the
Class AA Trust created hereby. The Class AA Certificates shall be the only instruments evidencing a Fractional Undivided Interest in the Class AA Trust. The Class AA Certificates do not represent indebtedness of the Class AA
Trust, and references herein to interest accruing on the Class AA Certificates are included for purposes of computation only. 

  
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 Section 3.02 Terms and Conditions. The terms and conditions applicable to the
Class AA Certificates and the Class AA Trust are as follows: 
 (a) The aggregate face amount of the Class AA Certificates
that may be authenticated and delivered under this Agreement (except for Class AA Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Class AA Certificates pursuant to
Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement and Section 4.03 of this Trust Supplement) is $425,000,000. 
 (b)
[Reserved] 
 (c) The distribution dates with respect to any payment of Scheduled Payments (each such distribution date, a “Regular
Distribution Date”) shall be April 25 and October 25 of each year, commencing on October 25, 2019, until payment of all of the Scheduled Payments to be made under the Equipment Notes has been made; provided,
however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. The entire principal amount of each of the Series AA Equipment Notes to be
held by the Class AA Trust is scheduled to be paid in full on April 25, 2024. 
 (d) The Special Distribution Date with respect to
the Class AA Certificates means any Business Day on which a Special Payment is to be distributed pursuant to this Agreement. 
 (e)
[Reserved] 
 (f) The Class AA Certificates shall be in the form attached hereto as Exhibit A, shall be Book-Entry Certificates
(subject to Section 3.05(d) of the Basic Agreement and Section 4.03 of this Trust Supplement), and shall be subject to the conditions set forth in the Letter of Representations between the Class AA Trust and The Depository Trust
Company and any successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto as Exhibit B. 
 (g) The
proceeds of the offering of Class AA Certificates issued by the Class AA Trust shall be used on the date hereof to acquire the Series AA Equipment Notes described in Schedule I that relate to the Aircraft and to the Note Documents
described in Schedule II. 
 (h) Any Person acquiring or accepting a Class AA Certificate or an interest therein will, by such
acquisition or acceptance, be deemed to (i) represent and warrant to the Company, the Loan Trustees and the Trustee that either (1) no assets of a Plan or any trust established with respect to a Plan have been used to purchase or hold
Class AA Certificates or an interest therein or (2) the purchase and holding of Class AA Certificates or interests therein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of
Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions or similar exemptions under Similar Law and (ii) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions
contemplated by, the terms and conditions of the Basic Agreement, this Trust Supplement, the Intercreditor Agreement and each Participation Agreement. 

  
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 (i) Each Person or transferee of any Class AA Certificate or beneficial interest
therein that is a Benefit Plan Investor will be deemed to represent, warrant and agree that (i) none of the Company or any of its affiliates or other persons that provide marketing services, nor any of their affiliates, has provided, and none
of them will provide, any investment recommendation or investment advice on which it, or any fiduciary or other person investing the assets of the Benefit Plan Investor (“Plan Fiduciary”), has relied or will rely as a primary basis in
connection with its decision to invest in the Class AA Certificates, and they are not otherwise acting as a fiduciary, as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Benefit Plan Investor or the Plan
Fiduciary in connection with the Benefit Plan Investor’s acquisition of the Class AA Certificates; and (ii) the Plan Fiduciary is exercising its own independent judgment in evaluating the investment in the Class AA Certificates.

 (j) The Class AA Certificates will be subject to the following Intercreditor Agreement (and to the extent the terms thereof
(including the definitions of defined terms) are inconsistent with the terms of this Agreement, such Intercreditor Agreement shall control): that certain Intercreditor Agreement, dated as of the date hereof, among U.S. Bank Trust National
Association, as Trustee and as Class A Trustee, Commonwealth Bank of Australia, New York Branch, as each Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent thereunder (as may be amended, supplemented or
otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”). Under Article VI hereof, the Holders of the Class A Certificates, Additional Certificates (if issued) or Refinancing Certificates
(if issued) shall have the rights upon the occurrence of a Certificate Buy Out Event set forth therein. The Trustee and, by acceptance of any Class AA Certificate, each Certificateholder thereof, agrees to be bound by all of the provisions of
the Intercreditor Agreement, including the subordination provisions of Section 9.09 thereof. 
 (k) [Reserved] 

(l) The Class AA Certificates will have the benefit of the following liquidity facility: that certain Revolving Credit Agreement (2019-1AA), dated as of the date hereof, between U.S. Bank Trust National Association, as Subordination Agent under the Intercreditor Agreement, as agent and trustee for the Class AA Trust, and the
Class AA Liquidity Provider. 
 (m) The Responsible Party is the Company. 

(n) The Company, any other obligor upon the Class AA Certificates, and any Affiliate thereof may acquire, tender for, purchase, own, hold,
become the pledgee of and otherwise deal with any Class AA Certificate. 

  
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 ARTICLE IV 

ISSUANCE AND TRANSFER OF THE CLASS AA CERTIFICATES 

Section 4.01 Issuance of Class AA Certificates. (a) The Class AA Certificates will be issued in
minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a different denomination. Each Class AA Certificate shall be dated the date of its authentication. 
 (b)
The Class AA Certificates shall be issued initially in the form of one or more global Certificates in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a “Global
Certificate”), duly executed and authenticated by the Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a nominee for DTC for credit to the account of members of, or participants in, DTC (“DTC
Participants”) or to the account of indirect participants that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”), and will be deposited with the Trustee,
as custodian for DTC. The aggregate principal amount of a Global Certificate may from time to time be decreased by adjustments made on the records of DTC or its nominee, or of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Certificate. 
 (c) [Reserved] 

(d) [Reserved] 
 (e) Certificated
Certificates in registered form shall be issued in substantially the form set forth as Exhibit A hereto (the “Definitive Certificates”) and shall be in fully registered form and shall be typed, printed, lithographed or engraved or
produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing such Definitive Certificates, as evidenced by their execution of such Definitive Certificates. 

Section 4.02 Legends. (a) Each Global Certificate shall bear the following legend on the face thereof: 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE 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 HEREON 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. 

  
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 (a) Each Class AA Certificate shall bear the following legend on the face thereof: 

BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT EITHER (1) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A
PLAN HAVE BEEN USED TO PURCHASE OR HOLD THIS CERTIFICATE OR AN INTEREST HEREIN, OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE
CODE OR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW, AND (B) DIRECTS THE TRUSTEE TO INVEST IN THE ASSETS HELD IN THE CLASS AA TRUST
PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATED THERETO. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT. 

Section 4.03 Book-Entry Provisions for Global Certificates. (a) DTC Participants shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its DTC
Participants, the operation of customary practices governing the exercise of the rights of a holder of any Class AA Certificate. Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall record Cede &
Co. or another nominee of DTC as the registered holder of such Global Certificate. 
 (b) Transfers of any Global Certificate shall be
limited to transfers of such Global Certificate in whole, but not in part, to nominees of DTC, its successor or such successor’s nominees. Beneficial interests in Global Certificates may be transferred in accordance with the rules and
procedures of DTC and the provisions of Section 4.02 of this Trust Supplement. Beneficial interests in Global Certificates shall be delivered to all beneficial owners thereof in the form of Definitive Certificates, only if (i) DTC notifies
the Trustee in writing that it is no longer willing or able to discharge properly its responsibilities as depositary for the Global Certificates, and a successor depositary is not appointed by the Trustee within 90 days of such notice,
(ii) the Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through DTC or (iii) after the occurrence and during the continuance of an Event of Default, Class AA Certificateholders
with Fractional Undivided Interests aggregating not less than a majority in interest in all Fractional Undivided Interests in the Class AA Trust advise the Trustee, the Company and DTC through DTC Participants in writing that the continuation
of a book-entry system through DTC (or a successor thereto) is no longer in the Class AA Certificateholders’ best interests. Neither the Company nor the Trustee shall be liable if the Company or the Trustee is unable to locate a qualified
successor clearing system. 

  
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 (c) [Reserved] 

(d) In connection with the transfer of the entire amount of a Global Certificate to the beneficial owners thereof pursuant to
paragraph (b) of this Section 4.03, such Global Certificate shall be deemed to be surrendered to the Trustee for cancellation, and the Trustee shall execute, authenticate and deliver to each beneficial owner, in exchange for the beneficial
interest thereof in such Global Certificate, an equal aggregate face amount of Definitive Certificates of authorized denominations, in each case as such beneficial owner and related aggregate face amount shall have been identified and otherwise set
forth (together with such other information as may be required for the registration of such Definitive Certificates) in registration instructions that shall have been delivered by or on behalf of DTC to the Trustee. None of the Company, the
Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such registration instructions and each such Person may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the
issuance of any Definitive Certificate, the Trustee shall recognize the Person in whose name such Definitive Certificate is registered in the Register as a Certificateholder hereunder. 

(e) The registered Holder of a Global Certificate may grant proxies and otherwise authorize any Person, including DTC Participants and Persons
that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this Agreement or the Class AA Certificates. 

(f) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying Agent shall have any responsibility or liability for: (i) any
aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Certificates, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or (iii) the
performance by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the rules, regulations and procedures creating and affecting DTC and its operation or any other statutory, regulatory, contractual or customary
procedures governing their obligations. 
 ARTICLE V 

DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS 

Section 5.01 Statements to Certificateholders. (a) On each Regular Distribution Date and Special Distribution Date, the
Trustee will include with each distribution to the Class AA Certificateholders a statement, giving effect to the distribution to be made on such Regular Distribution Date or Special Distribution Date, setting forth the following information
(per $1,000 aggregate face amount of Class AA Certificates as to clauses (ii) and (iii) below): 
 (i) the
aggregate amount of funds distributed on such Distribution Date under this Agreement, indicating the amount, if any, allocable to each source (including any portion thereof paid by the Class AA Liquidity Provider); 

  
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 (ii) the amount of such distribution under this Agreement allocable to
principal and the amount allocable to Premium (if any); 
 (iii) the amount of such distribution under this Agreement
allocable to interest (including any portion thereof paid by the Class AA Liquidity Provider); and 
 (iv) the Pool
Balance and the Pool Factor. 
 With respect to the Class AA Certificates registered in the name of DTC or its nominee, on the Record
Date prior to each Regular Distribution Date and Special Distribution Date, the Trustee will request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all the DTC Participants reflected on
DTC’s books as holding interests in the Class AA Certificates on such Record Date. On each Regular Distribution Date and Special Distribution Date, the Trustee will mail to each such DTC Participant whose name has been provided by DTC the
statement described above and will make available additional copies as requested by such DTC Participants for forwarding to holders of interests in the Class AA 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, the Trustee
shall furnish to each Person who at any time during such calendar year was a Class AA Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii) and (a)(iii) above for such
calendar year or, in the event such Person was a Class AA 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
Class AA Certificateholder may reasonably request as necessary for the purpose of such Certificateholder’s preparation of its United States federal income tax returns or foreign income tax returns. With respect to Class AA
Certificates registered in the name of DTC or its nominee, such statement and such other items shall be prepared on the basis of information supplied to the Trustee by the DTC Participants and shall be delivered by the Trustee to such DTC
Participants to be available for forwarding by such DTC Participants to the holders of interests in the Class AA Certificates. 
 (c)
Promptly following the date of any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series AA Equipment Notes held in the Class AA Trust, the Trustee shall furnish to
Class AA Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following the date of such early redemption, purchase or default, (y) the
related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Series AA Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect to the
Class AA Certificates registered in the name of DTC, on the date of such early redemption, purchase or default, the Trustee will request from DTC a securities position listing setting forth the names of all DTC Participants reflected on
DTC’s books as holding interests in the Class AA Certificates on such date. The Trustee will send electronically, in accordance with DTC’s applicable procedures, to each such DTC Participant the statement described above and will make
available additional copies as requested by such DTC Participant for forwarding to holders of interests in the Class AA Certificates. 

  
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 (d) The provisions of this Section 5.01 supersede and replace the provisions of
Section 4.03 of the Basic Agreement in their entirety with respect to the Class AA Trust. 
 ARTICLE VI 

DEFAULT 

Section 6.01 Purchase Rights of Certificateholders. (a) By acceptance of its Class AA Certificate, each Class AA
Certificateholder agrees that at any time after the occurrence and during the continuation of a Certificate Buy-Out Event: 

(i) so long as no Additional Certificateholder has elected to exercise its rights to purchase the Class AA Certificates
and the Class A Certificates pursuant to, and given notice of such election in accordance with, this Section 6.01(a) (upon such election and notification thereof, the right specified in this Section 6.01(a)(i) shall be suspended and
(x) upon consummation of the purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase
date, such right shall be revived), each Class A Certificateholder (other than the Company or any of its Affiliates) shall have the right to purchase, at the purchase price set forth herein, all, but not less than all, of the Class AA
Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee and each other Class A Certificateholder, on the third Business Day following the expiration of such
ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Class A Certificateholder(s) (other than the Company or
any of its Affiliates) notifies such purchasing Class A Certificateholder that such other Class A Certificateholder(s) want(s) to participate in such purchase, then such other Class A Certificateholder(s) (other than the Company or
any of its Affiliates) may join with the purchasing Class A Certificateholder to purchase all, but not less than all, of the Class AA Certificates pro rata based on the Fractional Undivided Interest in the Class A Trust held by each
such Class A Certificateholder and (B) upon consummation of such purchase no Class A Certificateholder shall have a right to purchase the Class AA Certificates pursuant to this Section 6.01(a)(i) during the continuance of
such Certificate Buy-Out Event, 
 (ii) if any Additional Certificates are issued by
an Additional Trust, so long as no Junior Additional Certificateholder (if any) has elected to exercise its rights to purchase Certificates pursuant to, and given notice of such election in accordance with, this Section 6.01(a) (upon such
election and notification thereof, the right specified in this Section 6.01(a)(ii) shall be suspended and (x) upon consummation of the purchase pursuant to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase on the proposed purchase date, such right shall be revived), each Additional Certificateholder (other than the Company or any of its Affiliates)
shall have the right (which shall not expire upon any purchase of the Class AA Certificates or the Class AA Certificates and Class A Certificates pursuant to clause (i) or (ii) above, respectively) to purchase all, but not
less than all, of the Class AA Certificates, the Class A Certificates and any Additional Certificates ranked senior, in priority of payment of “Expected Distributions” therefor under the Intercreditor


  
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Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee, the
trustee of any Additional Trust with respect to any Additional Certificates that rank senior, in priority of payment of “Expected Distributions” therefor under the Intercreditor Agreement, to the Additional Certificates held by the
purchasing Additional Certificateholder and each other Additional Certificateholder of the same class, on the third Business Day following the expiration of such ten-day notice period, provided that
(A) if prior to the end of such ten-day period any other Additional Certificateholder(s) of such class (other than the Company or any of its Affiliates) notifies such purchasing Additional
Certificateholder that such other Additional Certificateholder(s) want(s) to participate in such purchase, then such other Additional Certificateholder(s) (other than the Company or any of its Affiliates) may join with the purchasing Additional
Certificateholder to purchase all, but not less than all, of the Class AA Certificates, the Class A Certificates and such senior Additional Certificates pro rata based on the Fractional Undivided Interest in the applicable Additional Trust
held by each such Additional Certificateholder and (B) upon consummation of such purchase no Additional Certificateholder of such class shall have a right to purchase the Class AA Certificates, the Class A Certificates and such senior
Additional Certificates pursuant to this Section 6.01(a)(ii) during the continuance of such Certificate Buy-Out Event, and 

(iii) if any Refinancing Certificates are issued, each Refinancing Certificateholder shall have the same right (subject to the
same terms and conditions) to purchase Certificates pursuant to this Section 6.01(a) (and to receive notice in connection therewith) as the Holders of the Class that such Refinancing Certificates refinanced. 

The purchase price with respect to the Class AA Certificates shall be equal to the Pool Balance of the Class AA Certificates,
together with accrued and unpaid interest in respect thereof to the date of such purchase, and any other amounts then due and payable to the Class AA Certificateholders under this Agreement, the Intercreditor Agreement, any Series AA Equipment
Note held as the property of the Class AA Trust or the related Indenture and Participation Agreement or on or in respect of the Class AA Certificates but without any Premium, provided, however, that if such purchase occurs
after the Record Date relating to any Distribution Date, such purchase price shall be reduced by the amount to be distributed hereunder on such related Distribution Date (which deducted amounts shall remain distributable to, and may be retained by,
the Class AA Certificateholders as of such Record Date); provided further that no such purchase of Class AA Certificates pursuant to this Section 6.01(a) shall be effective unless the purchaser(s) shall certify to the
Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement, the Class A Trust Agreement, the applicable Additional Trust Agreement (if any) or the applicable Refinancing Trust
Agreement (as the case may be), and the Intercreditor Agreement, all of the Class AA Certificates, the Class A Certificates and, if applicable, the Additional Certificates that rank senior, in priority of payment of “Expected
Distributions” therefor under the Intercreditor Agreement, to the Additional Certificates held by the purchasing Additional Certificateholder(s) and, if applicable, the Refinancing Certificates that are senior to the securities held by such
purchaser(s). Each payment of the purchase price of the Class AA Certificates referred to in the 

  
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first sentence of this paragraph shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 6.01(a). Each
Class AA Certificateholder agrees by its acceptance of its Class AA Certificate that it will, upon payment from such Class A Certificateholder(s), Additional Certificateholder(s) or Refinancing Certificateholder(s), as the case may
be, of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except as to its own acts) all of the
right, title, interest and obligation of such Class AA Certificateholder in this Agreement, the Intercreditor Agreement, the Class AA Liquidity Facility, the Note Documents and all Class AA Certificates held by such Class AA
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 purchaser(s) shall assume all of such Class AA Certificateholder’s obligations under this Agreement, the Intercreditor Agreement, the Class AA Liquidity Facility, the Note Documents and all such
Class AA Certificates. The Class AA Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Class AA Certificateholder to deliver any Class AA Certificate
and, upon such a purchase, (i) the Class AA Certificateholders shall have no further rights with respect to the Class AA Certificates and (ii) if the purchaser(s) shall so request, each such Class AA Certificateholder will
comply with all the provisions of Section 3.04 of the Basic Agreement and the applicable provisions of this Trust Supplement to enable new Class AA Certificates to be issued to the purchaser(s) in such denominations otherwise authorized
under this Agreement as it shall request. All charges and expenses in connection with the issuance of any such new Class AA Certificates shall be borne by the purchaser(s) thereof. 

(b) This Section 6.01 supplements and, to the extent inconsistent with any provision of Section 6.01(d) of the Basic Agreement,
replaces the provisions of Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary set forth herein or in any Operative Agreement, the provisions of this Section 6.01 may not be amended in any manner without the
consent of each Class AA Certificateholder, each Class A Certificateholder and each Additional Certificateholder (if any) or, as the case may be, Refinancing Certificateholder (if any) (in each case, other than the Company or any of its
Affiliates in its respective capacity as a Certificateholder) that would be adversely affected thereby; provided that the purchase price under this Section 6.01 (as in effect on the date hereof) for any Certificate held by the Company or
any of its Affiliates shall not be modified without the prior written consent of the Company. For the avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and another Certificate Buy-Out Event occurs and is continuing, the purchase rights set forth in Section 6.01(a) shall be revived notwithstanding any exercise of such rights during the continuance of any preceding Certificate Buy-Out Event. 

  
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 ARTICLE VII 

THE TRUSTEE 

Section 7.01 Delivery of Documents; Delivery Dates. (a) In accordance with the direction of each Class AA
Certificateholder deemed given pursuant to Section 3.02(h) of this Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement on or prior to the date of the initial issuance of the Class AA
Certificates (the “Issuance Date”), in the form delivered to the Trustee by the Company, and (ii) subject to the terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the
closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the
Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Class AA Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased
by the Trustee. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Class AA Certificates in excess of
the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic
Agreement, with respect to the Class AA Trust. 
 (b) On the Issuance Date the Trustee shall enter into and perform its obligations
under the Participation Agreement (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable
Participation Agreement. Upon satisfaction of the conditions specified in the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the Class AA Certificates on the Issuance
Date. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02 of the Basic
Agreement with respect to the Class AA Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class AA Trust. 

(c) With respect to the Class AA Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the
following: “The Trustee shall establish and maintain on behalf of the Class AA Certificateholders a Special Payments Account as one or more accounts, which shall be non-interest bearing except as
provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class AA Certificateholders and shall make or permit withdrawals therefrom only as provided in the
Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special
Payments in the Special Payments Account.” 
 (d) With respect to the Class AA Trust, the second sentence of Section 4.02(c)
of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series AA Equipment Notes held in
the Class AA Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the


  
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Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special
Payments, such notice of Special Payment shall be sent 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.” 

(e) With respect to the Class AA Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be
amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).” 

Section 7.02 [Reserved]. 

Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust Supplement and Section 7.15 of the Basic
Agreement, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Trust Supplement or the Intercreditor Agreement or the due execution hereof or thereof by the Company or the other
parties thereto (other than the Trustee), or for or in respect of the recitals and statements contained herein or therein, all of which recitals and statements are made solely by the Company or the other parties thereto (other than the Trustee),
except that the Trustee hereby represents and warrants that each of this Trust Supplement, the Basic Agreement, each Class AA Certificate and the Intercreditor Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf. 
 (b) The Trustee shall at all times be a bank or trust company, organized
and doing business under the laws of the United States or any state thereof, a substantial part of the business of which consists of (i) receiving deposits and making loans or (ii) exercising fiduciary powers similar to those permitted to
national banks by the Comptroller of the Currency, and which is subject to supervision and examination by state or federal authority having supervision over banking institutions. 

Section 7.04 Representations and Warranties of the Trustee. The Trustee hereby represents and warrants that: 

(a) the Trustee has full power, authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement,
the Class AA Certificates and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the
Class AA Certificates and the Note Documents to which it is or is to become a party; 
 (b) the execution, delivery and performance by
the Trustee of this Trust Supplement, the Intercreditor Agreement, the Class AA Certificates and the Note Documents to which it is or is to become a party (i) will not violate any provision of any United States federal law or the law of
the state of the United States where it is located governing the banking and 

  
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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, 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, which violation, default or lien could
reasonably be expected to have an adverse effect on the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein or therein; 

(c) the execution, delivery and performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Class AA
Certificates and the Note Documents to which it is or is to become a party 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 it is located regulating the banking and corporate trust activities of the Trustee; and 

(d) this Trust Supplement, the Intercreditor Agreement, the Class AA Certificates and the Note Documents to which it is or is to become a
party have been, or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, 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. 
 Section 7.05 Trustee Liens. The Trustee in its individual capacity agrees, in addition to the
agreements contained in Section 7.17 of the Basic Agreement, that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any Trustee’s Liens on or with respect to the Trust
Property which are attributable to the Trustee in its individual capacity and which are unrelated to the transactions contemplated by the Intercreditor Agreement. 

ARTICLE VIII 

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS 

Section 8.01 Amendment of Sections 5.02 and 6.07 of the Basic Agreement.
(a) Section 5.02 of the Basic Agreement shall be amended, with respect to the Class AA Trust, by (i) replacing the phrase “of this Agreement” set forth in paragraph (a) thereof with the phrase “of the Note
Documents and of this Agreement”, (ii) replacing the phrase “under this Agreement” set forth in paragraph (b) thereof with the phrase “under this Agreement and any Note Document” and (iii) deleting the phrase
“and an Opinion of Counsel of the Company” in paragraph (c) thereof. 
 (b) Section 6.07 of the Basic Agreement shall be
amended and restated in its entirety to read as follows: 

  
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 “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, the related Trust Supplement or the Certificates or otherwise, or for the appointment of a receiver or for the enforcement of any other remedy under this Agreement, the related Trust Supplement or
the Certificates or otherwise, 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 either Certificateholders holding Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust or the Controlling Party
under the related Intercreditor Agreement. 


 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, the
related Trust Supplement or under the Certificates of such series, except in the manner provided in this Agreement and for the equal, ratable and common benefit of all the Certificateholders of such series.” 

Section 8.02 Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of
Section 9.01 of the Basic Agreement, (i) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and
powers conferred by (in the case of clause (3)), any Participation Agreement, (b) references in clauses (4), (5) and (7) of such Section 9.01 to “any Intercreditor Agreement or any Liquidity Facility” shall
also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility or any Participation 

  
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Agreement”, (c) references to “any Intercreditor Agreement, any Participation Agreement, any Indenture or any Liquidity Facility” and to “any Intercreditor Agreement or
any Liquidity Facility” in clause (8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, any Indenture, the Class AA Liquidity Facility or any Participation Agreement”, and (d) the
reference to “this Basic Agreement or any Trust Supplement” in clause (13) of such Section 9.01 shall also be deemed to refer to “any Participation Agreement”, (ii) under the terms of, and subject to the
limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any time and from time
to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Additional Trusts, the issuance of one or more Classes of Additional Certificates, the purchase by any Additional Trust of
applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(d) of the Intercreditor Agreement, and (iii) under the
terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s
request, at any time and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of one or more Classes of Refinancing Certificates,
the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(c) of the
Intercreditor Agreement. In addition, the following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class AA Trust, as follows: (A) Section 9.01(6) of the Basic Agreement shall be amended
by inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which the
Certificates of any series are listed” but before the phrase “or of any regulatory body”; (B) Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish or” after the phrase
“to such extent as shall be necessary” but before the phrase “to continue”; and (C) Section 9.01(8) of the Basic Agreement shall be amended by replacing the phrase “and to add to or change” with the phrase
“, or to evidence the substitution of a Liquidity Provider with a Replacement Liquidity Provider, to provide for a Replacement Liquidity Facility or to incorporate appropriate mechanics for multiple instruments for a Replacement Liquidity
Facility for a single Trust, all as provided in any Intercreditor Agreement; or to add to or change”. 
 Section 8.03
Supplemental Agreements with Consent of Class AA Certificateholders. Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or
amendments for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Class AA Liquidity Facility or modifying in any manner the rights and obligations of the Class AA
Certificateholders under the Class AA Liquidity Facility. 
 Section 8.04 Consent of Trustees for Amendment of
Section 6.01. Notwithstanding any provision in Section 8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or modification of Section 6.01 of this Trust Supplement shall be effective
unless the trustee for each Class of Certificates affected by such amendment or modification shall have consented thereto. 

  
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 Section 8.05 Amendment of Section 7.12(c) of the Basic
Agreement. For purposes of this Agreement, references to the term “corporation” as used in Section 7.12(c) of the Agreement shall be deemed to include a bank or trust company. 

ARTICLE IX 

MISCELLANEOUS PROVISIONS 

Section 9.01 Final Termination Date. The respective obligations and responsibilities of the Company and the Trustee created hereby
and the Class AA Trust created hereby shall terminate upon the distribution to all Class AA Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property
held as part of the Trust Property; provided, however, that in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, Sr., the father of
John F. Kennedy, former President of the United States, living on the date of this Trust Supplement. 
 Section 9.02 Basic Agreement
Ratified. Except and so far as herein expressly provided, all of the provisions, terms and conditions of the Basic Agreement are in all respects ratified and confirmed; and the Basic Agreement and this Trust Supplement shall be taken, read and
construed as one and the same instrument. To the extent that any provisions of the Basic Agreement are superseded by any provisions of this Trust Supplement, any reference to such provisions of the Basic Agreement herein or in the Basic Agreement
shall be deemed to be to such provisions of this Trust Supplement. 
 Section 9.03 Governing Law. THIS AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS AA CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 

Section 9.04 Counterparts. This Trust Supplement may be executed in any number of counterparts (and each of the parties shall not
be required to execute the same counterpart). Each counterpart of this Trust Supplement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Trust Supplement, but all of such
counterparts together shall constitute one instrument. 
 Section 9.05 Intention of Parties. The parties hereto intend that the
Class AA Trust be classified for United States federal income tax purposes as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of the Code, and not as a trust or association taxable as a corporation
or as a partnership. Each Certificateholder of, and each Person acquiring a beneficial interest in, a Class AA Certificate, by its acceptance of its Class AA Certificate or a beneficial interest therein, agrees to treat the Class AA
Trust as a grantor trust for all United States federal, state and local income tax purposes. The Trustee shall not be authorized or empowered to do anything that would cause the Class AA Trust to fail to qualify as a grantor trust for such tax
purposes (including as subject to this restriction, acquiring any Aircraft by bidding the Equipment Notes relating thereto or otherwise, or taking any action with respect to any such Aircraft once acquired). 

  
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 Section 9.06 Submission to Jurisdiction. Each of the parties hereto, to the
extent it may do so under applicable law, for purposes hereof and of all other Operative Agreements hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of
New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other
proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (ii) waives, and agrees not to
assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this
Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. 

Section 9.07 Successor 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 Class AA Certificateholder shall bind the successors and assigns of such Class AA Certificateholder. 

Section 9.08 Normal Commercial Relations. Anything contained in this Agreement to the contrary notwithstanding, the Trustee and
any Class AA Certificateholder, or any bank or other affiliate of any such party, may conduct any banking or other financial transactions, and have banking and 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 9.09 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 Class AA 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 of by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise. By accepting a Class AA Certificate, each Class AA Certificateholder agrees to the provisions of this Section 9.09 and waives and releases all such liability. Such waiver and release shall be part of
the consideration for the issue of the Class AA Certificates. 

  
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 Section 9.10 U.S.A. Patriot Act. The parties hereto acknowledge that in
accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions, in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each
person or legal entity that establishes a relationship or opens an account with the Trustee. Each party to this Trust Supplement agrees for itself that it will provide the Trustee with such information relating to such party as it may reasonably
request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

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

			
	DELTA AIR LINES, INC.
		
	By:	 	 /s/ Kenneth Morge II

		 	Name: Kenneth W. Morge II
		 	Title: Vice President & Treasurer


 [Signature Page to Trust Supplement No. 2019-1AA (2019-1 EETC)] 











 
			
	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Alison D.B. Nadeau

		 	Name: Alison D.B. Nadeau
		 	Title: Vice President


 [Signature Page to Trust Supplement No. 2019-1AA (2019-1 EETC)] 











 EXHIBIT A to 

TRUST SUPPLEMENT NO. 2019-1AA 

FORM OF CERTIFICATE 
 [UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE
FOR THIS CERTIFICATE 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 HEREON 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.]* 
 BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT EITHER (1) NO ASSETS OF A PLAN OR
ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO PURCHASE OR HOLD THIS CERTIFICATE OR AN INTEREST HEREIN, OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW, AND (B) DIRECTS THE TRUSTEE TO INVEST IN
THE ASSETS HELD IN THE CLASS AA TRUST PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE PROSPECTUS SUPPLEMENT RELATED THERETO. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT. 

 

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




  
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 [GLOBAL CERTIFICATE]† 

DELTA AIR LINES PASS THROUGH TRUST 2019-1AA DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2019-1AA 
 Final Expected Regular Distribution Date: April 25, 2024 

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

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

ISIN No. [            ]


 THIS CERTIFIES THAT             , for value
received, is the registered owner of a $            (            dollars) Fractional Undivided Interest (or such lesser amounts
as shall be the aggregate outstanding face amount hereof as set forth in the records of the Trustee) in the Delta Air Lines Pass Through Trust, Series 2019-1AA (the “Trust”) created by
U.S. BANK TRUST NATIONAL ASSOCIATION, as successor trustee (together with any successor in interest and any successor or other trustee appointed pursuant to the Trust Supplement referred to below, the “Trustee”) under a Pass Through
Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), between U.S. Bank Trust National Association (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association) and Delta
Air Lines, Inc., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company”), as supplemented by Trust Supplement No. 2019-1AA
thereto dated as of March 13, 2019 (collectively, and as may be amended from time to time, the “Agreement”), between the Trustee and 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 2019-1AA” (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 all of the provisions of the Agreement and the Intercreditor Agreement, including the subordination provisions of Section 9.09 of the Intercreditor Agreement. The
Trust Property is expected to include certain Equipment Notes and includes all rights of the Trust and the Trustee, on behalf of the Trust, to receive any payments under the Intercreditor Agreement and the Class AA Liquidity Facility. Each
issue of the Equipment Notes will be secured by, among other things, a security interest in the Aircraft owned by the Company. 
  

 

	† 	 To be included on the face of each Global Certificate. 



  
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 The Certificates represent Fractional Undivided Interests in the Trust and the Trust
Property, and 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 the Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each April 25 and October 25 (each, a “Regular Distribution Date”), commencing on October 25, 2019, to the Person in whose name this Certificate is registered at the close of business on the 15th
day preceding the Regular Distribution Date, an amount in respect of the Scheduled Payments on the Series AA 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 the Intercreditor Agreement, in the event that Special
Payments on the Series AA 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 applicable Special Distribution Date, an amount in respect of such Special Payments on the Series AA 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 and no interest shall accrue during the intervening period. The Trustee shall mail (or in the case of Global Certificates, send electronically in accordance with DTC’s applicable procedures)
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 (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) 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. 
 The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company, the Trustee, the Subordination Agent, any Loan Trustee or any Affiliate of any 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 to the extent available for any payment
or 

  
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distribution 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 or any Affiliate of any thereof
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 therein, 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 $2,000 (or such other denomination
that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) Fractional Undivided Interest and integral multiples of $1,000 in excess 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. 
 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. 

  
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 Each Certificateholder and Person with a beneficial interest herein, by its acceptance of
this Certificate or such interest, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. 

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. 

Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to
(a) represent and warrant to the Company, the Loan Trustees and the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan have been used to purchase or hold this Certificate or an interest herein or
(ii) the purchase and holding of this Certificate or interest herein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more prohibited transaction
statutory or administrative exemptions or similar exemptions under Similar Law and (b) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated by, the terms and conditions of the Basic
Agreement, this Trust Supplement, the Intercreditor Agreement and each Participation Agreement. 
 THIS CERTIFICATE AND THE AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 

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. 

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

 

			
	DELTA AIR LINES PASS THROUGH TRUST 2019-1AA
		
	By:	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Title:


 Dated: 

  
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 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
		
	By:	 	  

		 	Authorized Officer



  
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 [FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
  

Please print or typewrite name and address including zip code of assignee 
  

the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing
                                         
                    attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises. 

 

					
	Date:
                                        
	  	                                      
                                  	  	
		  	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
		  	SIGNATURE GUARANTEE:	  	  


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
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 EXHIBIT B to 

TRUST SUPPLEMENT NO. 2019-1AA 

DTC LETTER OF REPRESENTATIONS 

  
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 SCHEDULE I to 

TRUST SUPPLEMENT NO. 2019-1AA 

SERIES AA EQUIPMENT NOTES, 

PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT 
  

									
	 Initial Principal
Amount of Series
AA
Equipment
Notes
	  	 Maturity
	  	 Aircraft
	  	Aircraft Registration
Number	 
	$16,687,000	  	April 25, 2024	  	C Series Aircraft Limited Partnership BD-500-1A10	  	 	N103DU	 
	$16,688,000	  	April 25, 2024	  	C Series Aircraft Limited Partnership BD-500-1A10	  	 	N104DU	 
	$25,247,000	  	April 25, 2024	  	Airbus A321-211	  	 	N360DN	 
	$25,247,000	  	April 25, 2024	  	Airbus A321-211	  	 	N361DN	 
	$25,320,000	  	April 25, 2024	  	Airbus A321-211	  	 	N362DN	 
	$25,359,000	  	April 25, 2024	  	Airbus A321-211	  	 	N363DN	 
	$25,462,000	  	April 25, 2024	  	Airbus A321-211	  	 	N364DX	 
	$25,565,000	  	April 25, 2024	  	Airbus A321-211	  	 	N365DN	 
	$24,219,000	  	April 25, 2024	  	Boeing 737-900ER	  	 	N907DN	 
	$24,591,000	  	April 25, 2024	  	Boeing 737-900ER	  	 	N909DN	 
	$24,346,000	  	April 25, 2024	  	Boeing 737-900ER	  	 	N910DU	 
	$24,346,000	  	April 25, 2024	  	Boeing 737-900ER	  	 	N911DQ	 
	$70,829,000	  	April 25, 2024	  	Airbus A350-941	  	 	N510DN	 
	$71,094,000	  	April 25, 2024	  	Airbus A350-941	  	 	N511DN	 


  
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 SCHEDULE II to 

TRUST SUPPLEMENT NO. 2019-1AA 

NOTE DOCUMENTS 

Participation Agreement 
 Indenture

 Manufacturer’s Consent (as defined in any applicable Indenture) 

For each of the aircraft listed in Schedule I. 

  
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