exv4w8






Exhibit 4.8

EXECUTION COPY



 

 








NOTE PURCHASE AGREEMENT




Dated as of November 22, 2010



among



DELTA AIR LINES, INC.,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Class A Pass Through Trustee



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent



U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Paying Agent



 

 












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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 1.

	 	Financing of Aircraft	 	 	3	 
	 
	 	 	 	 	 	 
	Section 2.

	 	Conditions Precedent
	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3.

	 	Representations and Warranties	 	 	7	 
	 
	 	 	 	 	 	 
	Section 4.

	 	Covenants	 	 	11	 
	 
	 	 	 	 	 	 
	Section 5.

	 	Depositary Downgrade and Replacement of Depositary	 	 	14	 
	 
	 	 	 	 	 	 
	Section 6.

	 	Notices
	 	 	15	 
	 
	 	 	 	 	 	 
	Section 7.

	 	Expenses
	 	 	16	 
	 
	 	 	 	 	 	 
	Section 8.

	 	Further Assurances
	 	 	17	 
	 
	 	 	 	 	 	 
	Section 9.

	 	Miscellaneous
	 	 	17	 
	 
	 	 	 	 	 	 
	Section 10.

	 	Governing Law
	 	 	18	 






	 	 	 

	Schedule I

	 	Aircraft and Existing Financings
	Schedule II

	 	Trust Supplements
	Schedule III

	 	Required Terms
	 
	 	 
	Annex A

	 	Definitions
	 
	 	 
	Exhibit A

	 	Form of Funding Notice
	Exhibit B

	 	Form of Participation Agreement
	Exhibit C

	 	Form of Indenture and Security Agreement






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NOTE PURCHASE AGREEMENT




          This NOTE PURCHASE AGREEMENT, dated as of November 22, 2010, is made by and among (i)
DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns,
the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a
national banking association, not in its individual capacity except as otherwise expressly provided
herein, but solely as trustee (in such capacity, together with any successor in interest and any
successor or other trustee appointed as provided in the Class A Pass Through Trust Agreement (as
defined below), the “Class A Pass Through Trustee”) under the Class A Pass Through Trust
Agreement, (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
subordination agent and trustee (in such capacity together with its successors in such capacity,
the “Subordination Agent”) under the Intercreditor Agreement (as defined below),
(iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in
such capacity together with its successors in such capacity, the “Escrow Agent”), under the
Escrow and Paying Agent Agreement (as defined below), and (v) U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its
successors in such capacity, the “Paying Agent”) under the Escrow and Paying Agent
Agreement.




WITNESSETH:




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




          WHEREAS, the Company owns the ten aircraft described in Part One of Schedule I hereto (each, a
“2001-1 Aircraft”, and collectively, the “2001-1 Aircraft”), which 2001-1 Aircraft
are subject to the certain financing described under the heading “Existing Financing” in Part One
of Schedule I hereto (such financing, the “2001-1 EETC Financing”);




          WHEREAS, the Company owns the ten aircraft described in Part Two of Schedule I hereto (each, a
“Mortgaged Aircraft”, and collectively, the “Mortgaged Aircraft”, and together with
the 2001-1 Aircraft, each, an “Encumbered Aircraft”, and collectively, the “Encumbered
Aircraft”), which Mortgaged Aircraft are subject to certain financings described under the
heading “Existing Financing” in Part Two of Schedule I hereto (each such financing, a “Mortgage
Financing”, and together with the 2001-1 EETC Financing, each, an “Existing Financing”,
and collectively, the “Existing Financings”);




          WHEREAS, the Company owns the eight aircraft  described in Part Three of Schedule I
hereto, and such aircraft are not subject to financings (each, an “Owned Aircraft” and,
collectively, the “Owned Aircraft”, and together with the Encumbered Aircraft, each, an
“Aircraft” and collectively, the “Aircraft”); 




          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Trust Supplement described
in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase
Agreement, one grantor trust (the “Class A Pass Through Trust”; and the Basic Pass Through
Trust Agreement, together with such Trust Supplement, as amended, supplemented or otherwise
modified from time to time in accordance with their terms, the “Class




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A Pass Through Trust Agreement”) has been created to facilitate certain of the
transactions contemplated hereby, including, without limitation, the issuance and sale of pass
through certificates pursuant thereto (together with any other pass through certificates for which
such pass through certificates may be exchanged, collectively, the “Class A Certificates”)
to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the
Series A Equipment Notes to be issued in respect of, and secured by a security interest in, each of
the Aircraft;




          WHEREAS, the Company has entered into the Underwriting Agreement, dated November 15, 2010 (as
amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated and Deutsche Bank Securities Inc., acting as representatives of the Underwriters named
in Schedule I thereto (the “Underwriters”), which provides that the Company will cause the
Class A Pass Through Trustee to issue and sell the Class A Certificates to the Underwriters on the
Issuance Date;




          WHEREAS, the Company may in the future enter into a Trust Supplement with respect to the Class
B Pass Through Trust further to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance of the Class B Certificates to provide financing for
the purchase by the Class B Pass Through Trustee of the Series B Equipment Notes, if issued in
respect of, and secured by a security interest in, the Aircraft;




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




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




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          WHEREAS, upon the financing of each Aircraft, the Class A Pass Through Trustee will fund its
purchase of the Series A Equipment Notes in respect of such Aircraft with the proceeds of a Deposit
withdrawn by the Escrow Agent under the Deposit Agreement; and




          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Class A Liquidity Provider has entered into the Class A Liquidity Facility, for the
benefit of the holders of the Class A Certificates, with the Subordination Agent, as agent for the
Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and (ii) the Class
A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent have entered
into the Intercreditor Agreement.




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




          SECTION 1. Financing of Aircraft.




          (a) Agreement to Finance.





     (i) The Company agrees to finance the 2001-1 Aircraft in the manner provided
herein, all on and subject to the terms and conditions hereof and of the applicable
Financing Agreements, by the date referred to in clause (a) of the definition of
Delivery Period Termination Date.




     (ii) The Company agrees to finance the Mortgaged Aircraft in the manner
provided herein, all on and subject to the terms and conditions hereof and of the
applicable Financing Agreements, by April 30, 2011.




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




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



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




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




     (iii) instruct the Class A Pass Through Trustee to deliver to the Escrow Agent
the “Withdrawal Certificate” and the related “Applicable Notice of Purchase
Withdrawal” contemplated by Section 1.02(c) of the Escrow and Paying Agent
Agreement with respect to the Equipment Notes to be issued to the Class A Pass
Through Trustee in connection with the financing of such Aircraft; and




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




     (c) [Intentionally Omitted.]




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




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




     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the
Company shall have obtained from each Rating Agency a Rating Agency Confirmation with
respect to each Class of Certificates then rated by such Rating Agency in connection
with any material modifications of the applicable Financing Agreements from the forms
of Financing Agreements annexed hereto (including the form of Equipment Note included
in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation
to the Pass Through Trustee of each



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Pass Through Trust then in existence on or before the applicable Funding Date or
(y) such Rating Agency Confirmation shall have been obtained with respect to
material modifications of the Financing Agreements relating to another or any
Aircraft or with respect to material modifications of the forms of Financing
Agreements annexed hereto and the applicable Financing Agreements incorporate such
material modifications without additional material modifications, the applicable
Financing Agreements, as executed and delivered, may incorporate such material
modifications, if any;




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




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



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





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



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




     (g) [Intentionally Omitted.]




     (h) [Intentionally Omitted.]




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




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




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



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relevant Notice of Event of Loss Withdrawal (as defined in the Escrow and Paying Agent
Agreement).



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





     (a) no Triggering Event shall have occurred;




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




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




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


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




          SECTION 3. Representations and Warranties.





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




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Company is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and is a Citizen of the United States and has the full



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corporate power, authority and legal right under the laws of the State of
Delaware to execute and deliver this Note Purchase Agreement and each Financing
Agreement to which it will be a party and to carry out the obligations of the Company
under this Note Purchase Agreement and each Financing Agreement to which it will be a
party;




     (ii) Authorization; No Conflicts. The execution and delivery by the
Company of this Note Purchase Agreement and the performance by the Company of its
obligations under this Note Purchase Agreement have been duly authorized by the
Company and will not violate its Certificate of Incorporation or by-laws or the
provisions of any indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and




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




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




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




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



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




     (c) Representations and Warranties of the Class A Pass Through Trustee. The
Class A Pass Through Trustee hereby confirms to each of the other parties hereto that its
representations and warranties set forth in Section 7.15 of the Basic Pass Through
Trust Agreement and Section 7.04 of the applicable Trust Supplement are true and
correct as of the date hereof.




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




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




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




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



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




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




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




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




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



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




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




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




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




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




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



          SECTION 4. Covenants.




          (a) Covenants of the Company.




Note Purchase Agreement

2010-2 EETC




11









 









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




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




     (iii) Merger, Consolidation, Acquisition of the Company. The Company
shall not consolidate with or merge into any other Person or convey, transfer or
lease substantially all of its assets as an entirety to any Person, unless the Person
formed by such consolidation or into which the Company is merged or the Person that
acquires by conveyance, transfer or lease substantially all of the assets of the
Company as an entirety shall execute and deliver to the Pass Through Trustees, the
Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing
the express assumption by such successor Person of the due and punctual performance
and observance of each covenant and condition of this Note Purchase Agreement to be
performed or observed by the Company. Upon any such consolidation or merger, or any
conveyance, transfer or lease of substantially all of the assets of the Company as an
entirety, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under
this Note Purchase Agreement with the same effect as if such successor Person had
been named as the Company herein.




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




     (v) Issuance and Refinancing of Series B Equipment Notes. The Company
shall not (A) issue any Series B Equipment Notes, or (B) if any
Series B Equipment Notes shall have been issued, redeem such Series B Equipment Notes
and issue new Series B Equipment Notes, in each case, under any Indenture, unless
Series B Equipment Notes shall be issued under all (and not less than all) of the
Indentures and the Company shall have obtained a Rating Agency Confirmation with
respect to the Class A Certificates in connection with such issuance or such
redemption and issuance, as applicable; and any such issuance or redemption and
issuance, as applicable, shall be subject to the terms of Section 8.01(c) or
8.01(d), as applicable, of the Intercreditor Agreement. If any Series B
Equipment Notes are to be so issued, the Class B Pass Through Trustee shall execute
and deliver an instrument by which the Class B Pass Through Trustee becomes a party
hereto, and each of the parties hereto agrees, at the Company’s request, to enter
into any amendments to this Note Purchase Agreement (including, without limitation,
any



Note Purchase Agreement

2010-2 EETC




12









 









modifications of the Indenture Form and the Participation Agreement Form) and
any other Operative Agreements as may be necessary or desirable to give effect to
such issuance or redemption and issuance of any such Series B Equipment Notes and the
issuance of pass through certificates by any pass through trust that acquires any
such Series B Equipment Notes and to make changes relating to any of the foregoing
(including, without limitation, to provide for any prefunding mechanism in connection
therewith) and to provide for any credit support for any pass through certificates
relating to any such Series B Equipment Notes (including, without limitation, to
provide for payment of fees, interest, expenses, reimbursement of advances and other
obligations arising from such credit support (including, without limitation, to
specify such credit support as a “Liquidity Facility” and the “Class B Liquidity
Facility” and the provider of any such credit support as a “Liquidity Provider” and
the “Class B Liquidity Provider” and, if the Class B Liquidity Facility is to be
comprised of more than one instrument, to incorporate appropriate mechanics for
multiple Liquidity Facilities for a single Pass Through Trust)).




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



          (b) Covenants by U.S. Bank.





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




     (ii) Situs of Activity. Except with the consent of the Company, which
shall not be unreasonably withheld: (A) U.S. Bank will act as Pass Through
Trustee



Note Purchase Agreement

2010-2 EETC




13









 









solely through its offices within the State of Delaware, except for such
services as may be performed for it by independent agents in the ordinary course of
business, but not directly by it, in other states; and (B) U.S. Bank will act
as Subordination Agent solely through its offices within the Commonwealth of
Massachusetts, except for such services as may be performed by it by independent
agents acting in the ordinary course of business, but not directly by it, in other
states.



          (c) [Intentionally Omitted].




          (d) Covenants by the Pass Through Trustees.





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




     (ii) Tax Forms of the Class B Pass Through Trustee. If any Series B
Equipment Notes shall be issued under any Indenture as provided in Section 4(a)(v),
on or prior to the date such Series B Equipment Notes shall have been so issued, the
Class B Pass Through Trustee shall have provided a completed and executed copy of IRS
Form W-9 to each of the Company and the Subordination Agent and, if a Class B
Liquidity Facility shall have been provided, to the Class B Liquidity Provider.



          SECTION 5. Depositary Downgrade and Replacement of Depositary.





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




     (b) [Intentionally Omitted.]




     (c) Terms and Preconditions for Replacement of Depositary.




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



Note Purchase Agreement

2010-2 EETC




14









 









Certificates in connection with the replacement of the Depositary with such
Replacement Depositary.




     (ii) Certain Fees and Expenses. The Company shall pay all fees,
expenses and other amounts then owing to the replaced Depositary. The Company shall
also pay (x) any up-front fee of the Replacement Depositary and (y)
all out-of-pocket expenses (including reasonable fees and expenses of legal counsel)
of the parties hereto (including, without limitation, all amounts payable to the
Rating Agencies) incurred in connection with such replacement.




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




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




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




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



          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents or waivers




Note Purchase Agreement

2010-2 EETC




15









 







required or permitted by the terms and provisions of this Note Purchase Agreement shall be in
English and in writing, and given by United States registered or certified mail, return receipt
requested, overnight courier service or facsimile, and any such notice shall be effective when
received (or, if delivered by facsimile, upon completion of transmission and confirmation by the
sender (by a telephone call to a representative of the recipient or by machine confirmation) that
such transmission was received) to the relevant party hereto at the address or facsimile number set
forth below the signature of such party at the foot of this Note Purchase Agreement or to such
other address or facsimile number as such party may hereafter specify by notice to the other
parties.




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





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




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




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




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




     (iv) Escrow Agent and Paying Agent. In the event the Company requests
any amendment to any Operative Agreement, all reasonable fees and expenses



Note Purchase Agreement

2010-2 EETC




16









 









(including, without limitation, fees and disbursements of counsel) of the
Escrow Agent and/or the Paying Agent in connection therewith.


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




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




          SECTION 9. Miscellaneous.





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




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



Note Purchase Agreement

2010-2 EETC





17









 









Agent under the Escrow and Paying Agent Agreement and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement.




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



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




[Signature Pages Follow.]




Note Purchase Agreement

2010-2 EETC




18









 








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




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	/s/ Paul A. Jacobson
 	 
	 	 	Name:  	Paul A. Jacobson 	 
	 	 	Title:  	Senior Vice President and Treasurer

	 
	 	 	Address: 	1030 Delta Boulevard

Atlanta, Georgia 30354

Ref.: Delta Air Lines 2010-2 EETC

Attention:  Treasurer

Telephone: (404) 715-6583

Facsimile: (404) 773-7345 	 
	 



Signature Page




Note Purchase Agreement

2010-2 EETC





 











 





	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Class A Pass Through

Trustee

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	
Address:  	300 Delaware Avenue, 9th
Floor
Mail Code EX-DE-WDAW
Wilmington, Delaware
19801
Attention:  Corporate Trust Services

Ref.: Delta Air Lines 2010-2 EETC

Telephone:  (302) 576-3703
Facsimile:
(302) 576-3717 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Subordination Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	
Address:  	One Federal Street, 3rd Floor

Mail Code EX-MA-FED
Boston, Massachusetts 02110

Attention:  Corporate Trust Services
Ref.:
Delta Air Lines 2010-2 EETC

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



Signature Page




Note Purchase Agreement

2010-2 EETC






 









 








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

herein, but solely as Escrow Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	
Address:  	
One Federal Street, 3rd Floor

Boston, Massachusetts 02110
Attention:  Corporate
Trust Services
Ref.: Delta Air Lines
2010-2 EETC

Telephone:  (617) 603-6553
Facsimile:
(617) 603-6683 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in 
its
individual capacity, except as otherwise provided

herein, but solely as Paying Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	
Address:  	One Federal Street, 3rd
Floor
Mail Code EX-MA-FED
Boston, Massachusetts
02110
Attention:  Corporate Trust Services

Ref.: Delta Air Lines 2010-2 EETC

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



Signature Page




Note Purchase Agreement

2010-2 EETC





 









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT




AIRCRAFT



Part One — 2001-1 Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model (including	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	generic manufacturer and	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	1.
	 	N3731T
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30775
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.
	 	N3732J
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30380
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.
	 	N3733Z
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30539
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.
	 	N3734B
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30776
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.
	 	N3735D
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30381
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.
	 	N3736C
	 	Boeing
	 	737-832

(BOEING 737-800)
	 	30540
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.
	 	N6716C
	 	Boeing
	 	757-232

(BOEING 757-200)
	 	30838
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.
	 	N1608
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	30573
	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.
	 	N1609
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	30574
	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2001-1 EETC

Financing
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.
	 	N1610D
	 	Boeing
	 	767-332ER

(BOEING 767-300)
	 	30594
	 	General Electric
	 	CF6-80C2B6F

(GE CF6-80C2)
	 	2001-1 EETC

Financing






Note Purchase Agreement

2010-2 EETC





 









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)



Part Two — Mortgaged Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model (including	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	generic manufacturer and	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	1.
	 	N308DE
	 	Boeing
	 	737-732

(BOEING 737-700)
	 	29656
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	Mortgage

Financing1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.
	 	N310DE
	 	Boeing
	 	737-732

(BOEING 737-700)
	 	29665
	 	CFM International,
Inc.
	 	CFM56-7B24

(CFM CFM56-7)
	 	Mortgage

Financing2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.
	 	N544US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26491
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.
	 	N545US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26492
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.
	 	N546US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26493
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.
	 	N547US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26494
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing6








 




			
	1	 	Indenture and Security Agreement (N308DE),
dated as of September 28, 2009, between Delta and the loan trustee named
therein.
	 
	2	 	Indenture and Security Agreement (N310DE),
dated as of October 16, 2009, between Delta and the loan trustee named therein
	 
	3	 	Mortgage and Security Agreement [N544US],
dated as of July 15, 2008, between Northwest Airlines, Inc. (“Northwest”) and
the collateral agent named therein.
	 
	4	 	Mortgage and Security Agreement [N545US],
dated as of July 15, 2008, between Northwest and the collateral agent named
therein.
	 
	5	 	Mortgage and Security Agreement [N546US],
dated as of July 15, 2008, between Northwest and the collateral agent
named therein.
	 
	6	 	Mortgage and Security Agreement [N547US],
dated as of July 15, 2008, between Northwest and the collateral agent named
therein.





Note Purchase Agreement

2010-2 EETC





Sch. I-2









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	U.S.	 	 	 	Airframe Model (including	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	generic manufacturer and	 	Airframe	 	 	 	(including generic	 	 
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	manufacturer and model)	 	Existing Financing
	7.
	 	N548US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26495
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing7
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.
	 	N549US
	 	Boeing
	 	757-251

(BOEING 757-200)
	 	26496
	 	Pratt & Whitney
	 	PW2037 (PRATT &

WHITNEY PW2037)
	 	Mortgage

Financing8
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.
	 	N708DN
	 	Boeing
	 	777-232LR

(BOEING 777-200)
	 	39254
	 	General Electric
	 	GE90-110B1L2

(GE GE90-110B1)
	 	Mortgage

Financing9
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.
	 	N853NW
	 	Airbus
	 	A330-223

(AIRBUS A330)
	 	0618
	 	Pratt & Whitney
	 	PW4168A (PRATT &

WHITNEY PW4000 100)
	 	Mortgage

Financing10








 




			
	7	 	Mortgage and Security Agreement [N548US],
dated as of July 15, 2008, between Northwest and the collateral agent named
therein.
	 
	8	 	Mortgage and Security Agreement [N549US],
dated as of July 15, 2008, between Northwest and the collateral agent named
therein.
	 
	9	 	Indenture and Security Agreement (N708DN),
dated as of June 4, 2009 between Delta and the loan trustee named therein
	 
	10	 	Trust Indenture and Security Agreement [NW
2006-2 N853NW], dated as of December 22, 2006, among Northwest and the
agents named therein.





Note Purchase Agreement

2010-2 EETC





Sch. I-3











 





SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




Part Three — Owned Aircraft




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

	 	N591NW
	 	Boeing
	 	757-351
	 	 	32991	 	 	Pratt & Whitney
	 	PW2040 (PRATT &
	 

	 	 	 	 	 	(BOEING 757-300)
	 	 	 	 	 	 	 	WHITNEY PW2040)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N592NW
	 	Boeing
	 	757-351
	 	 	32992	 	 	Pratt & Whitney
	 	PW2040 (PRATT &
	 

	 	 	 	 	 	(BOEING 757-300)
	 	 	 	 	 	 	 	WHITNEY PW2040)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N593NW
	 	Boeing
	 	757-351
	 	 	32993	 	 	Pratt & Whitney
	 	PW2040 (PRATT &
	 

	 	 	 	 	 	(BOEING 757-300)
	 	 	 	 	 	 	 	WHITNEY PW2040)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	N378NW
	 	Airbus
	 	A320-211
	 	 	2092	 	 	CFM International,
	 	CFM56-5A1
	 

	 	 	 	 	 	(AIRBUS A320)
	 	 	 	 	 	Inc.
	 	(CFM CFM56-5A)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	N811NW
	 	Airbus
	 	A330-323
	 	 	0690	 	 	Pratt & Whitney
	 	PW4168A (PRATT &
	 

	 	 	 	 	 	(AIRBUS A330)
	 	 	 	 	 	 	 	WHITNEY PW4000 100)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	N917DN
	 	McDonnell
	 	MD-90-30
	 	 	53552	 	 	International Aero
	 	V2528-D5
	 

	 	 	 	Douglas 	 	(McDONNELL
DOUGLAS MD-90-30)
	 	 	 	 	 	Engines
	 	(INTERNATIONAL AERO
ENGINES V2500-D5)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	N918DH
	 	McDonnell
	 	MD-90-30
	 	 	53576	 	 	International Aero
	 	V2528-D5
	 

	 	 	 	Douglas 	 	(McDONNELL
DOUGLAS MD-90-30)
	 	 	 	 	 	Engines
	 	(INTERNATIONAL AERO
ENGINES V2500-D5)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	N919DN
	 	McDonnell
	 	MD-90-30
	 	 	53553	 	 	International Aero
	 	V2528-D5
	 

	 	 	 	Douglas
DOUGLAS MD-90-30) 	 	(McDONNELL
	 	 	 	 	 	Engines
	 	(INTERNATIONAL AERO
ENGINES V2500-D5)






Note Purchase Agreement

2010-2 EETC



Sch. I-4









 








SCHEDULE II to

NOTE PURCHASE AGREEMENT




TRUST SUPPLEMENT



Trust Supplement No. 2010-2A, dated as of the Issuance Date, between the Company and the Pass
Through Trustee in respect of the Delta Air Lines Pass Through Trust, Series 2010-2A.




Note Purchase Agreement

2010-2 EETC











 









 








SCHEDULE III to

NOTE PURCHASE AGREEMENT




REQUIRED TERMS




Equipment Notes




Obligor:   The Company




Maximum Principal Amount:



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




PRINCIPAL AMOUNTS OF SERIES A EQUIPMENT NOTES




	 	 	 	 	 
	Aircraft	 	Principal Amount
	N308DE
	 	$	20,563,000	 
	N310DE
	 	 	20,689,000	 
	N3731T
	 	 	13,567,000	 
	N3732J
	 	 	13,563,000	 
	N3733Z
	 	 	13,622,000	 
	N3734B
	 	 	13,504,000	 
	N3735D
	 	 	13,526,000	 
	N3736C
	 	 	13,678,000	 
	N544US
	 	 	8,315,000	 
	N545US
	 	 	8,435,000	 
	N546US
	 	 	8,330,000	 
	N547US
	 	 	8,495,000	 
	N548US
	 	 	8,510,000	 
	N549US
	 	 	8,520,000	 
	N6716C
	 	 	10,690,000	 
	N591NW
	 	 	15,418,000	 
	N592NW
	 	 	16,280,000	 
	N593NW
	 	 	16,294,000	 
	N1608
	 	 	20,311,000	 
	N1609
	 	 	20,372,000	 
	N1610D
	 	 	20,355,000	 
	N708DN
	 	 	75,342,000	 
	N378NW
	 	 	14,827,000	 
	N853NW
	 	 	37,642,000	 
	N811NW
	 	 	41,030,000	 
	N917DN
	 	 	4,062,000	 
	N919DN
	 	 	4,022,000	 
	N918DH
	 	 	4,110,000	 





Note Purchase Agreement

2010-2 EETC




 









 








AMORTIZATION SCHEDULES




Series A Equipment Notes

Boeing 737-732

N308DE



	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	May 23, 2011
	 	 	1.17078734	%
	November 23, 2011
	 	 	4.50264553	%
	May 23, 2012
	 	 	4.39814716	%
	November 23, 2012
	 	 	4.72327481	%
	May 23, 2013
	 	 	4.74946263	%
	November 23, 2013
	 	 	4.62184020	%
	May 23, 2014
	 	 	4.75246803	%
	November 23, 2014
	 	 	4.64227496	%
	May 23, 2015
	 	 	4.58939843	%
	November 23, 2015
	 	 	4.53558333	%
	May 23, 2016
	 	 	4.60572874	%
	November 23, 2016
	 	 	4.66100277	%
	May 23, 2017
	 	 	4.46172251	%
	November 23, 2017
	 	 	4.38943734	%
	May 23, 2018
	 	 	4.18528425	%
	November 23, 2018
	 	 	35.01094198	%






Series A Equipment Notes

Boeing 737-732

N310DE




	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	May 23, 2011
	 	 	1.17078641	%
	November 23, 2011
	 	 	4.50264875	%
	May 23, 2012
	 	 	4.39814394	%
	November 23, 2012
	 	 	4.72327807	%
	May 23, 2013
	 	 	4.74945623	%
	November 23, 2013
	 	 	4.62184253	%
	May 23, 2014
	 	 	4.75247233	%
	November 23, 2014
	 	 	4.64227367	%





Note Purchase Agreement

2010-2 EETC




Sch. III-2









 






	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	May 23, 2015
	 	 	4.58940016	%
	November 23, 2015
	 	 	4.53557929	%
	May 23, 2016
	 	 	4.60572768	%
	November 23, 2016
	 	 	4.66100343	%
	May 23, 2017
	 	 	4.46172362	%
	November 23, 2017
	 	 	4.38943400	%
	May 23, 2018
	 	 	4.18528687	%
	November 23, 2018
	 	 	35.01094301	%






Series A Equipment Notes

Boeing 737-832

N3731T




	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078942	%
	November 23, 2012
	 	 	4.50264613	%
	May 23, 2013
	 	 	4.39814255	%
	November 23, 2013
	 	 	4.72327707	%
	May 23, 2014
	 	 	4.74945824	%
	November 23, 2014
	 	 	4.62184713	%
	May 23, 2015
	 	 	4.75246554	%
	November 23, 2015
	 	 	4.64227906	%
	May 23, 2016
	 	 	4.58939338	%
	November 23, 2016
	 	 	4.53558635	%
	May 23, 2017
	 	 	4.60572713	%
	November 23, 2017
	 	 	4.66100096	%
	May 23, 2018
	 	 	10.04738704	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 737-832

N3732J




	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	November 23, 2011

	 	 	0.00000000	%





Note Purchase Agreement

2010-2 EETC




Sch. III-3









 






	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	 
	May 23, 2012

	 	 	1.17078817	%
	November 23, 2012

	 	 	4.50264691	%
	May 23, 2013

	 	 	4.39814200	%
	November 23, 2013

	 	 	4.72327656	%
	May 23, 2014

	 	 	4.74946546	%
	November 23, 2014

	 	 	4.62183883	%
	May 23, 2015

	 	 	4.75246627	%
	November 23, 2015

	 	 	4.64227678	%
	May 23, 2016

	 	 	4.58939763	%
	November 23, 2016

	 	 	4.53558210	%
	May 23, 2017

	 	 	4.60572882	%
	November 23, 2017

	 	 	4.66100420	%
	May 23, 2018

	 	 	10.04738627	%
	November 23, 2018

	 	 	3.00000000	%
	May 23, 2019

	 	 	35.00000000	%






Series A Equipment Notes

Boeing 737-832

N3733Z




	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal
	 	 	Amount to be
	Payment Date	 	Paid
	November 23, 2011

	 	 	0.00000000	%
	May 23, 2012

	 	 	1.17078990	%
	November 23, 2012

	 	 	4.50264278	%
	May 23, 2013

	 	 	4.39814271	%
	November 23, 2013

	 	 	4.72327852	%
	May 23, 2014

	 	 	4.74946410	%
	November 23, 2014

	 	 	4.62183967	%
	May 23, 2015

	 	 	4.75246660	%
	November 23, 2015

	 	 	4.64227720	%
	May 23, 2016

	 	 	4.58939950	%
	November 23, 2016

	 	 	4.53558215	%
	May 23, 2017

	 	 	4.60572603	%
	November 23, 2017

	 	 	4.66100426	%
	May 23, 2018

	 	 	10.04738658	%
	November 23, 2018

	 	 	3.00000000	%
	May 23, 2019

	 	 	35.00000000	%






Note Purchase Agreement

2010-2 EETC



Sch. III-4











 





Series A Equipment Notes

Boeing 737-832

N3734B




	 	 	 	 	 
	Payment Date	 	Percentage of
Original Principal
Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078643	%
	November 23, 2012
	 	 	4.50264366	%
	May 23, 2013
	 	 	4.39814870	%
	November 23, 2013
	 	 	4.72327459	%
	May 23, 2014
	 	 	4.74945942	%
	November 23, 2014
	 	 	4.62184538	%
	May 23, 2015
	 	 	4.75246594	%
	November 23, 2015
	 	 	4.64227636	%
	May 23, 2016
	 	 	4.58940314	%
	November 23, 2016
	 	 	4.53558205	%
	May 23, 2017
	 	 	4.60572423	%
	November 23, 2017
	 	 	4.66100415	%
	May 23, 2018
	 	 	10.04738596	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 737-832

N3735D




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078959	%
	November 23, 2012
	 	 	4.50264675	%
	May 23, 2013
	 	 	4.39814431	%
	November 23, 2013
	 	 	4.72327370	%
	May 23, 2014
	 	 	4.74946030	%
	November 23, 2014
	 	 	4.62183942	%
	May 23, 2015
	 	 	4.75246932	%
	November 23, 2015
	 	 	4.64228153	%
	May 23, 2016
	 	 	4.58939820	%







Note Purchase Agreement

2010-2 EETC





Sch. III-5









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2016
	 	 	4.53557593	%
	May 23, 2017
	 	 	4.60572971	%
	November 23, 2017
	 	 	4.66100104	%
	May 23, 2018
	 	 	10.04739021	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 737-832

N3736C




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078520	%
	November 23, 2012
	 	 	4.50264659	%
	May 23, 2013
	 	 	4.39814300	%
	November 23, 2013
	 	 	4.72327826	%
	May 23, 2014
	 	 	4.74945899	%
	November 23, 2014
	 	 	4.62184530	%
	May 23, 2015
	 	 	4.75247112	%
	November 23, 2015
	 	 	4.64227226	%
	May 23, 2016
	 	 	4.58939903	%
	November 23, 2016
	 	 	4.53558269	%
	May 23, 2017
	 	 	4.60572452	%
	November 23, 2017
	 	 	4.66100307	%
	May 23, 2018
	 	 	10.04738997	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N544US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%







Note Purchase Agreement

2010-2 EETC




Sch. III-6









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N545US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N546US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%







Note Purchase Agreement

2010-2 EETC




Sch. III-7









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N547US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N548US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%







Note Purchase Agreement

2010-2 EETC




Sch. III-8









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-251

N549US




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-232

N6716C




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078578	%
	November 23, 2012
	 	 	4.50264733	%
	May 23, 2013
	 	 	4.39814780	%
	November 23, 2013
	 	 	4.72327409	%







Note Purchase Agreement

2010-2 EETC




Sch. III-9









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2014
	 	 	4.74945744	%
	November 23, 2014
	 	 	4.62184284	%
	May 23, 2015
	 	 	4.75246960	%
	November 23, 2015
	 	 	4.64228251	%
	May 23, 2016
	 	 	4.58939196	%
	November 23, 2016
	 	 	4.53558466	%
	May 23, 2017
	 	 	4.60572498	%
	November 23, 2017
	 	 	4.66100094	%
	May 23, 2018
	 	 	10.04739008	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 757-351

N591NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078739	%
	November 23, 2011
	 	 	4.50264626	%
	May 23, 2012
	 	 	4.39814503	%
	November 23, 2012
	 	 	4.72327799	%
	May 23, 2013
	 	 	4.74946167	%
	November 23, 2013
	 	 	4.62183811	%
	May 23, 2014
	 	 	4.75247114	%
	November 23, 2014
	 	 	4.64227526	%
	May 23, 2015
	 	 	4.58939551	%
	November 23, 2015
	 	 	4.53558179	%
	May 23, 2016
	 	 	4.60572707	%
	November 23, 2016
	 	 	4.66100662	%
	May 23, 2017
	 	 	4.46172007	%
	November 23, 2017
	 	 	4.38944091	%
	May 23, 2018
	 	 	4.18528343	%
	November 23, 2018
	 	 	35.01094176	%







Note Purchase Agreement

2010-2 EETC




Sch. III-10









 






Series A Equipment Notes

Boeing 757-351

N592NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078624	%
	November 23, 2011
	 	 	4.50264742	%
	May 23, 2012
	 	 	4.39814496	%
	November 23, 2012
	 	 	4.72327396	%
	May 23, 2013
	 	 	4.74946560	%
	November 23, 2013
	 	 	4.62183661	%
	May 23, 2014
	 	 	4.75246929	%
	November 23, 2014
	 	 	4.64227887	%
	May 23, 2015
	 	 	4.58939803	%
	November 23, 2015
	 	 	4.53558354	%
	May 23, 2016
	 	 	4.60572482	%
	November 23, 2016
	 	 	4.66100123	%
	May 23, 2017
	 	 	4.46172604	%
	November 23, 2017
	 	 	4.38943489	%
	May 23, 2018
	 	 	4.18528256	%
	November 23, 2018
	 	 	35.01094595	%






Series A Equipment Notes

Boeing 757-351

N593NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078679	%
	November 23, 2011
	 	 	4.50264515	%
	May 23, 2012
	 	 	4.39814656	%
	November 23, 2012
	 	 	4.72327851	%
	May 23, 2013
	 	 	4.74945992	%
	November 23, 2013
	 	 	4.62184240	%
	May 23, 2014
	 	 	4.75246717	%
	November 23, 2014
	 	 	4.64227937	%
	May 23, 2015
	 	 	4.58939487	%
	November 23, 2015
	 	 	4.53558365	%
	May 23, 2016
	 	 	4.60572603	%
	November 23, 2016
	 	 	4.66100405	%
	May 23, 2017
	 	 	4.46172211	%
	November 23, 2017
	 	 	4.38943783	%
	May 23, 2018
	 	 	4.18528293	%
	November 23, 2018
	 	 	35.01094268	%






Note Purchase Agreement

2010-2 EETC





Sch. III-11









 






Series A Equipment Notes

Boeing 767-332ER

N1608




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078923	%
	November 23, 2012
	 	 	4.50264389	%
	May 23, 2013
	 	 	4.39814386	%
	November 23, 2013
	 	 	4.72327803	%
	May 23, 2014
	 	 	4.74946088	%
	November 23, 2014
	 	 	4.62184038	%
	May 23, 2015
	 	 	4.75246911	%
	November 23, 2015
	 	 	4.64227758	%
	May 23, 2016
	 	 	4.58939491	%
	November 23, 2016
	 	 	4.53558663	%
	May 23, 2017
	 	 	4.60572596	%
	November 23, 2017
	 	 	4.66100143	%
	May 23, 2018
	 	 	10.04738811	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 767-332ER

N1609




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078834	%
	November 23, 2012
	 	 	4.50264579	%
	May 23, 2013
	 	 	4.39814451	%
	November 23, 2013
	 	 	4.72327705	%
	May 23, 2014
	 	 	4.74946004	%
	November 23, 2014
	 	 	4.62184371	%
	May 23, 2015
	 	 	4.75246908	%
	November 23, 2015
	 	 	4.64227371	%
	May 23, 2016
	 	 	4.58939721	%







Note Purchase Agreement

2010-2 EETC





Sch. III-12









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2016
	 	 	4.53558315	%
	May 23, 2017
	 	 	4.60572845	%
	November 23, 2017
	 	 	4.66100039	%
	May 23, 2018
	 	 	10.04738857	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 767-332ER

N1610D




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078850	%
	November 23, 2012
	 	 	4.50264309	%
	May 23, 2013
	 	 	4.39814788	%
	November 23, 2013
	 	 	4.72327684	%
	May 23, 2014
	 	 	4.74945714	%
	November 23, 2014
	 	 	4.62184230	%
	May 23, 2015
	 	 	4.75246868	%
	November 23, 2015
	 	 	4.64227954	%
	May 23, 2016
	 	 	4.58939818	%
	November 23, 2016
	 	 	4.53557848	%
	May 23, 2017
	 	 	4.60572832	%
	November 23, 2017
	 	 	4.66100221	%
	May 23, 2018
	 	 	10.04738885	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series A Equipment Notes

Boeing 777-232LR

N708DN




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078655	%
	November 23, 2011
	 	 	4.50264660	%
	May 23, 2012
	 	 	4.39814446	%







Note Purchase Agreement

2010-2 EETC




Sch. III-13









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	November 23, 2012
	 	 	4.72327785	%
	May 23, 2013
	 	 	4.74945980	%
	November 23, 2013
	 	 	4.62184174	%
	May 23, 2014
	 	 	4.75247007	%
	November 23, 2014
	 	 	4.64227522	%
	May 23, 2015
	 	 	4.58939768	%
	November 23, 2015
	 	 	4.53558307	%
	May 23, 2016
	 	 	4.60572722	%
	November 23, 2016
	 	 	4.66100183	%
	May 23, 2017
	 	 	4.46172255	%
	November 23, 2017
	 	 	4.38943750	%
	May 23, 2018
	 	 	4.18528444	%
	November 23, 2018
	 	 	35.01094343	%






Series A Equipment Notes

Airbus A320-211

N378NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078978	%
	November 23, 2011
	 	 	4.50264383	%
	May 23, 2012
	 	 	4.39814528	%
	November 23, 2012
	 	 	4.72327511	%
	May 23, 2013
	 	 	4.74946382	%
	November 23, 2013
	 	 	4.62183854	%
	May 23, 2014
	 	 	4.75247184	%
	November 23, 2014
	 	 	4.64227423	%
	May 23, 2015
	 	 	4.58939772	%
	November 23, 2015
	 	 	4.53558373	%
	May 23, 2016
	 	 	4.60572604	%
	November 23, 2016
	 	 	4.66100357	%
	May 23, 2017
	 	 	4.46171849	%
	November 23, 2017
	 	 	4.38943819	%
	May 23, 2018
	 	 	4.18528360	%
	November 23, 2018
	 	 	35.01094625	%







Note Purchase Agreement

2010-2 EETC




Sch. III-14









 






Series A Equipment Notes

Airbus A330-223

N853NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078795	%
	November 23, 2011
	 	 	4.50264598	%
	May 23, 2012
	 	 	4.39814303	%
	November 23, 2012
	 	 	4.72327985	%
	May 23, 2013
	 	 	4.74945805	%
	November 23, 2013
	 	 	4.62184262	%
	May 23, 2014
	 	 	4.75246799	%
	November 23, 2014
	 	 	4.64227724	%
	May 23, 2015
	 	 	4.58939748	%
	November 23, 2015
	 	 	4.53558259	%
	May 23, 2016
	 	 	4.60572764	%
	November 23, 2016
	 	 	4.66100101	%
	May 23, 2017
	 	 	4.46172361	%
	November 23, 2017
	 	 	4.38943733	%
	May 23, 2018
	 	 	4.18528505	%
	November 23, 2018
	 	 	35.01094256	%






Series A Equipment Notes

Airbus A330-323

N811NW




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	1.17078723	%
	November 23, 2011
	 	 	4.50264684	%
	May 23, 2012
	 	 	4.39814282	%
	November 23, 2012
	 	 	4.72327809	%
	May 23, 2013
	 	 	4.74946137	%
	November 23, 2013
	 	 	4.62184012	%
	May 23, 2014
	 	 	4.75247136	%
	November 23, 2014
	 	 	4.64227395	%
	May 23, 2015
	 	 	4.58939800	%
	November 23, 2015
	 	 	4.53558372	%







Note Purchase Agreement

2010-2 EETC




Sch. III-15









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2016
	 	 	4.60572752	%
	November 23, 2016
	 	 	4.66100171	%
	May 23, 2017
	 	 	4.46172069	%
	November 23, 2017
	 	 	4.38943943	%
	May 23, 2018
	 	 	4.18528394	%
	November 23, 2018
	 	 	35.01094321	%






Series A Equipment Notes

McDonnell Douglas MD-90-30

N917DN




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

McDonnell Douglas MD-90-30

N919DN




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%







Note Purchase Agreement

2010-2 EETC




Sch. III-16









 






	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%






Series A Equipment Notes

McDonnell Douglas MD-90-30

N918DH




	 	 	 	 	 
	Payment Date	 	Percentage of
 Original Principal
 Amount to be
 Paid
	 
	May 23, 2011
	 	 	6.00000000	%
	November 23, 2011
	 	 	6.00000000	%
	May 23, 2012
	 	 	7.00000000	%
	November 23, 2012
	 	 	5.00000000	%
	May 23, 2013
	 	 	6.00000000	%
	November 23, 2013
	 	 	5.00000000	%
	May 23, 2014
	 	 	6.00000000	%
	November 23, 2014
	 	 	5.00000000	%
	May 23, 2015
	 	 	5.50000000	%
	November 23, 2015
	 	 	6.50000000	%
	May 23, 2016
	 	 	7.00000000	%
	November 23, 2016
	 	 	35.00000000	%







Note Purchase Agreement

2010-2 EETC




Sch. III-17











 





Indenture for Each Aircraft



Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of
Indenture and Security Agreement included as Exhibit C to the Note Purchase Agreement (as such form
may be amended, supplemented or otherwise modified from time to time in accordance with terms of
the Note Purchase Agreement, the “Indenture Form”)) for Series A (computed on the basis of
a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 4.95%.




	 	 	 

	Past Due Rate:

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

	 	May 23 and November 23 commencing with the first
such date to occur after the issuance of the
Equipment Notes with respect to such Aircraft.
	 
	 	 
	Make-Whole Amount:

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

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

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






Participation Agreement for Each Aircraft



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




Note Purchase Agreement

2010-2 EETC





Sch. III-18









 







time in accordance with
terms of the Note Purchase Agreement, the “Participation Agreement Form”).




Prohibited Modifications





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





Note Purchase Agreement

2010-2 EETC




Sch. III-19









 








ANNEX A to

NOTE PURCHASE AGREEMENT




DEFINITIONS





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




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




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




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




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




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




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




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




     (b) Definitions.



          “2001-1 Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




          “2001-1 EETC Financing” has the meaning set forth in the second recital to the Note
Purchase Agreement.




Annex A to

Note Purchase Agreement

2010-2 EETC





A-1









 








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




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




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




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




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




          “Certificates” means the pass through certificates issued by any Pass Through Trust
(and any other pass through certificates for which such pass through certificates may be
exchanged).




          “Citizen of the United States” has the meaning specified for such term in Section
40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States
enacted in substitution or replacement therefor.




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




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




          “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.




          “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.




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




Annex A to

Note Purchase Agreement

2010-2 EETC





A-2









 








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




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




          “Class B Certificates” means Certificates, if any, issued by any Class B Pass Through
Trust (including, without limitation, any “Refinancing Certificates” (as such term is defined in
the Intercreditor Agreement)).




          “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.




          “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.




          “Class B Pass Through Trust” means (i) initially, a grantor trust, if any, created
pursuant to the applicable Pass Through Trust Agreement to facilitate the issuance and sale of pass
through certificates in connection with the initial issuance of any Series B Equipment Notes and
(ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement)
created in connection with any subsequent redemption of such Series B Equipment Notes and issuance
of new Series B Equipment Notes.




          “Class B Pass Through Trustee” means the trustee for any Class B Pass Through Trust.




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




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




          “Cut-Off Date” means the earlier of:





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




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



          “Delivery Period Termination Date” means the earlier of:





     (a) October 31, 2011; and




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



Annex A to

Note Purchase Agreement

2010-2 EETC





A-3









 








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




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




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




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




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




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




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




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




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




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




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




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




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




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




Annex A to

Note Purchase Agreement

2010-2 EETC




A-4









 








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




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




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




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




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




          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among the Class A Pass Through Trustee, the Class A Liquidity Provider and the
Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms; provided that for purposes of any obligations of the
Company, no amendment, modification or supplement to, or substitution or replacement of, such
Intercreditor Agreement shall be effective unless consented to by the Company.




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




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




          “Liquidity Providers” means, collectively, the Class A Liquidity Provider and, if any
Class B Liquidity Facility shall have been provided, the Class B Liquidity Provider.




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




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




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




Annex A to

Note Purchase Agreement

2010-2 EETC





A-5









 








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




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




          “Notice of Purchase Withdrawal” has the meaning set forth in Section 2.3(a) of
the Deposit Agreement.




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




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




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




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




          “Pass Through Trust” means each of the separate grantor trusts that have been or will
be created pursuant to the Pass Through Trust Agreements to facilitate certain of the transactions
contemplated by the Operative Agreements.




          “Pass Through Trust Agreement” means each of the Trust Supplements relating to the
Pass Through Trusts, together in each case with the Basic Pass Through Trust Agreement, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with its terms.




          “Pass Through Trustee” means the trustee under each Pass Through Trust Agreement,
together with any successor in interest and any successor or other trustee appointed as provided in
such Pass Through Trust Agreement.




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




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




Annex A to

Note Purchase Agreement

2010-2 EETC





A-6









 








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




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




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




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




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




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




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




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




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




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




Annex A to

Note Purchase Agreement

2010-2 EETC





A-7









 








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




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




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




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




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




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




          “Trust Supplements” means (i) that certain agreement supplemental to the Basic
Pass Through Trust Agreement referred to in Schedule II to the Note Purchase Agreement and
(ii) in the case of any Class B Certificates, if issued whether in connection with the
initial issuance of any Series B Equipment Notes or in connection with any subsequent redemption of
such Series B Equipment Notes and issuance of new Series B Equipment Notes, an agreement
supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate
trust is created for the benefit of the holders of such Class B Certificates, (b) the
issuance of such Class B Certificates representing fractional undivided interests in the Class B
Pass Trough Trust is authorized and (c) the terms of such Class B Certificates are
established.




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




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




          “United States” means the United States of America.




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




Annex A to

Note Purchase Agreement

2010-2 EETC







A-8









 








EXHIBIT A to

NOTE PURCHASE AGREEMENT




FORM OF FUNDING NOTICE




FUNDING NOTICE



Dated as of [__________]




To each of the addressees listed

     in Schedule A hereto





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




Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement, dated as of November 22, 2010, among Delta
Air Lines, Inc. (the “Company”), U.S Bank Trust National Association, as Class A Pass
Through Trustee (as defined therein) (the “Class A Pass Through Trustee”) [and Class B Pass
Through Trustee (as defined therein) (the “Class B Pass Through Trustee”)], U.S. Bank Trust
National Association, as Subordination Agent (the “Subordination Agent”), U.S. Bank
National Association, as Escrow Agent (the “Escrow Agent”), and U.S. Bank Trust National
Association, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the
“Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined
therein, the Intercreditor Agreement.



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




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






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





Note Purchase Agreement

2010-2 EETC





 









 






-2-




	 	(b)	 	the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the
amount of $[__________]].





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



     [If applicable, to include an instruction from the Company to the Class B Pass Through Trustee
with respect to obtaining funds necessary to purchase the Series B Equipment Notes.]



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



     [The Company hereby instructs the Class B Pass Through Trustee to purchase the Series B
Equipment Notes in an amount set forth opposite the Class B Pass Through Trustee in clause (2)
above with the amounts [describe the source of funds].]



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



	 	 	 	 	 
	Yours faithfully,



Delta Air Lines, Inc.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Note Purchase Agreement

2010-2 EETC













 








Schedule A to

Funding Notice




U.S. Bank Trust National Association, as

          [Class A] Pass Through Trustee

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (302) 576-3703

Facsimile: (302) 576-3717




U.S. Bank Trust National Association, as

          Subordination Agent and Paying Agent

One Federal Street, 3rd Floor

Mail Code EX-MA-FED

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




U.S. Bank National Association, as

     Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




The Bank of New York Mellon, as

          Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 815-4812

Facsimile: (212) 815-5704




Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: Betsy Snyder




Note Purchase Agreement

2010-2 EETC





 









 








Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 438-7811

Facsimile: (212) 438-7820




Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Jonathan Root, Vice President — Senior Analyst

               Airlines, Municipal Solid Waste, Shipping Sectors

Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 553-1672

Facsimile: (212) 298-6481




Note Purchase Agreement

2010-2 EETC




 









 








Schedule B to

Funding Notice




Aircraft



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




Note Purchase Agreement

2010-2 EETC






 









 








Schedule C to

Funding Notice




Equipment Notes




	 	 	 	 	 	 	 
		 	Series of Equipment	 	 	 	Original Principal
	Relevant Pass Through Trustee	 	Notes	 	Equipment Note No.	 	Amount
	 
	 	 	 	 	 	 
	Class A Pass
Through Trustee

	 	Series 2010-2A-N____
	 	No. A-__
	 	$___________
	 
	 	 	 	 	 	 
	[Class B Pass
Through Trustee]

	 	[Series
2010-2B-N____]
	 	[No. B-__]
	 	[$__________]






Note Purchase Agreement

2010-2 EETC






 









 








Annex A to

Funding Notice




WITHDRAWAL CERTIFICATE

(Class A)




U.S. Bank National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



Ladies and Gentlemen:




          Reference is made to the Escrow and Paying Agent Agreement (Class A), dated as of November 22,
2010 (the “Agreement”). We hereby certify to you that the conditions to the obligations of
the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have
been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached
Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at The Bank
of New York Mellon, as Depositary, 101 Barclay Street, Floor 8W, New York, New York 10286,
attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air Lines 2010-2 EETC,
telephone: (212) 815-4812, facsimile: (212) 815-5704.




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




	 	 	 	 	 
	 	Very truly yours,


U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Pass

Through Trustee


	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20__]




Note Purchase Agreement

2010-2 EETC





 









 








Exhibit A to

Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2010-2A EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class A) dated as of November 22, 2010 (the
“Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank
of New York Mellon, as Depositary (the “Depositary”).




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



The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air
Lines, Inc. at [__]] [the Pass Through Trustee at U.S. Bank Trust National Association, Wilmington,
Delaware, [__]]11 on [_________], 20___, upon the telephonic request of a representative
of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20___]






 




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





Note Purchase Agreement

2010-2 EETC





 









 








EXHIBIT B to

NOTE PURCHASE AGREEMENT




FORM OF PARTICIPATION AGREEMENT




[Filed separately as Exhibit 4.9]



Note Purchase Agreement

2010-2 EETC





 









 








EXHIBIT C to

NOTE PURCHASE AGREEMENT




FORM OF INDENTURE




[Filed separately as Exhibit 4.10]



Note Purchase Agreement

2010-2 EETC