<PAGE>   1
                                                                 EXHIBIT 4(D)(1)

                             PARTICIPATION AGREEMENT
                                    (N376DA)

                          Dated as of November 16, 2000

                                      among

                             DELTA AIR LINES, INC.,

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                    as Pass Through Trustee under each of the
                          Pass Through Trust Agreements

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

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

                                       and

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                 in its individual capacity as set forth herein

                                 ---------------

                           One Boeing 737-832 Aircraft
                          U.S. Registration No. N376DA


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
                                    ARTICLE 1

                                   DEFINITIONS
<S>                 <C>                                                                                         <C>
Section 1.01        Definitions...................................................................................2
Section 1.02        Other Definitional Provisions.................................................................2


                                    ARTICLE 2

                                    THE LOANS

Section 2.01        The Loans.....................................................................................2
Section 2.02        Issuance of Equipment Notes...................................................................3
Section 2.03        The Closing...................................................................................3


                                    ARTICLE 3

                              CONDITIONS PRECEDENT

Section 3.01        Conditions Precedent to Obligations of the Pass Through Trustees..............................3
Section 3.02        Conditions Precedent to Obligations of the Company............................................6


                                    ARTICLE 4

           REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE COMPANY

Section 4.01        Representations and Warranties of the Company.................................................7
Section 4.02        General Indemnity.............................................................................9


                                    ARTICLE 5

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF STATE STREET

Section 5.01        Representations, Warranties and Covenants of State Street....................................13


                                    ARTICLE 6

                         OTHER COVENANTS AND AGREEMENTS

Section 6.01        Other Agreements.............................................................................15
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>                 <C>                                                                                          <C>
Section 6.02        Certain Covenants of the Company.............................................................17
</TABLE>


                                    ARTICLE 7

                                  MISCELLANEOUS

<TABLE>
<S>                 <C>                                                                                          <C>
Section 7.01        Notices......................................................................................18
Section 7.02        Survival of Representations, Warranties, Indemnities, Covenants and Agreements...............19
Section 7.03        Governing Law................................................................................19
Section 7.04        Severability.................................................................................20
Section 7.05        No Oral Modifications or Continuing Waivers; Consents........................................20
Section 7.06        Effect of Headings and Table of Contents.....................................................20
Section 7.07        Successors and Assigns.......................................................................20
Section 7.08        Benefits of Agreement........................................................................20
Section 7.09        Counterparts.................................................................................20
Section 7.10        Submission to Jurisdiction...................................................................20
</TABLE>

Schedule I        -    Equipment Notes, Purchasers and Original Principal
                       Amounts
Schedule II       -    Trust Supplements

Exhibit A-1       -    Form of Opinion of Counsel for the Company
Exhibit A-2       -    Form of Opinion of Cadwalader, Wickersham & Taft, special
                       counsel for the Company
Exhibit A-3       -    Form of ss. 1110 Opinion of Cadwalader, Wickersham &
                       Taft, special counsel for the Company
Exhibit B         -    Form of Opinion of Special Counsel for the Loan Trustee,
                       the Subordination Agent and State Street
Exhibit C         -    Form of Opinion of Special FAA Counsel
Exhibit D-1       -    Form of Opinion of New York In-House Counsel for the
                       Liquidity Provider
Exhibit D-2       -    Form of Opinion of German In-House Counsel for the
                       Liquidity Provider
Exhibit E         -    Form of Manufacturer's Consent
Exhibit F         -    Form of Opinion of Special Counsel for the Pass Through
                       Trustees

Annex A           -    Definitions


                                      -ii-
<PAGE>   4


                             PARTICIPATION AGREEMENT
                                    (N376DA)


                  This PARTICIPATION AGREEMENT (N376DA), dated as of November
16, 2000, is made by and among DELTA AIR LINES, INC., a Delaware corporation
(together with its successors and permitted assigns, the "Company"), STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association (in its individual capacity, together with its successors
and permitted assigns, "State Street"), not in its individual capacity except as
otherwise expressly provided in any of the Operative Documents or the Pass
Through Documents, but solely as trustee (in such capacity together with any
successor or other trustee in such capacity, the "Pass Through Trustee") under
each of the Pass Through Trust Agreements (such term and other capitalized terms
used herein without definition being defined as provided in Section 1.01), STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association, as subordination agent and trustee (in such capacity,
together with any successor trustee in such capacity, the "Subordination Agent")
under the Intercreditor Agreement, and STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, as loan trustee (in such capacity, together
with any successor trustee in such capacity, the "Loan Trustee") under the
Indenture.

                              W I T N E S S E T H:

         WHEREAS, the Company is the owner of that certain Boeing Model 737-832
aircraft more particularly described in the Indenture Supplement originally
executed and delivered under the Indenture;

         WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company and the Loan Trustee are entering into the Indenture,
pursuant to which, among other things, the Company will issue four (and in
certain circumstances five) series of Equipment Notes, which Equipment Notes are
to be secured by a security interest in all right, title and interest of the
Company in and to the Aircraft and certain other property described in the
Indenture;

         WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of
the Trust Supplements set forth in Schedule II hereto, concurrently with the
execution and delivery of this Agreement, separate Pass Through Trusts are being
created to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance and sale of Pass Through
Certificates;

         WHEREAS, pursuant to the Intercreditor Agreement, the Subordination
Agent will hold the Equipment Notes on behalf of the Pass Through Trusts;


<PAGE>   5

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

                                   ARTICLE 1

                                   DEFINITIONS

         Section 1.01 Definitions. For the purposes of this Agreement, unless
the context otherwise requires, capitalized terms used but not defined herein
shall have the respective meanings set forth or incorporated by reference in
Annex A.

         Section 1.02 Other Definitional Provisions. (a) The definitions stated
herein and in Annex A apply equally to both the singular and the plural forms of
the terms defined.

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

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

         (d)      All references in this Agreement to a "government" are to such
government and any instrumentality or agency thereof.

         (e)      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".

                                    ARTICLE 2

                                    THE LOANS

         Section 2.01 The Loans. Subject to the terms and conditions of this
Agreement and the Indenture, on the Closing Date the Pass Through Trustee for
each Pass Through Trust shall make a loan to the Company by paying to the
Company the aggregate original principal amounts of the Equipment Notes being
issued to such Pass Through Trust as set forth on Schedule I opposite the name
of such Pass Through Trust. The Pass Through Trustees, on behalf of the Pass
Through Trusts, shall make such loans to the Company no later than 11:00 a.m.
(New York City time) on the Closing Date by transferring such amount in
immediately available funds to the Company at its account at The Chase Manhattan
Bank, N.A., One Chase Manhattan Plaza, New York, New York, Account No.
144035368, ABA Number 021000021, with the request that the bank advise the
Company by telephone at (404) 715-2046 upon transfer of the funds.


                                      -2-
<PAGE>   6

         Section 2.02 Issuance of Equipment Notes. Upon the occurrence of the
above payments by the Pass Through Trustee for each Pass Through Trust to the
Company, the Company shall issue, pursuant to and in accordance with Article II
of the Indenture, to the Subordination Agent as agent and trustee for the Pass
Through Trustee for each Pass Through Trust, one or more Equipment Notes of the
maturity and aggregate principal amount and bearing the interest rate set forth
in Schedule I opposite the name of such Pass Through Trust. Each such Equipment
Note shall be duly authenticated by the Loan Trustee pursuant to the Indenture,
registered in the name of the Subordination Agent and dated the Closing Date and
shall be delivered by the Loan Trustee to the Subordination Agent.

         Section 2.03 The Closing. The closing (the "Closing") of the
transactions contemplated hereby shall take place at the offices of Cadwalader,
Wickersham & Taft, 100 Maiden Lane, New York, New York at 9:30 a.m. (New York
City time) on November 16, 2000, or at such other time or place as the parties
shall agree.

                                   ARTICLE 3

                              CONDITIONS PRECEDENT

         Section 3.01 Conditions Precedent to Obligations of the Pass Through
Trustees. The obligation of each Pass Through Trustee to make the loan
contemplated by Article II is subject to the fulfillment (or the waiver by such
Pass Through Trustee) prior to or on the Closing Date of the following
conditions precedent:

         (a)      The Company shall have tendered the Equipment Notes to the
Loan Trustee for authentication, and the Loan Trustee shall have authenticated
such Equipment Notes and shall have tendered the Equipment Notes to the
Subordination Agent on behalf of the applicable Pass Through Trustee in
accordance with Section 2.02.

         (b)      No change shall have occurred after the date of this Agreement
in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation
of law or governmental regulations for the Pass Through Trustees to make the
loans contemplated by Section 2.01 or to acquire the Equipment Notes.

         (c)      This Agreement and the following documents shall have been
duly authorized, executed and delivered by the respective party or parties
thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in
full force and effect and executed counterparts (or copies thereof where
indicated) thereof shall have been delivered to each Pass Through Trustee:

         (i)      the Intercreditor Agreement;

         (ii)     the Liquidity Facilities;

         (iii)    the Pass Through Trust Agreements;


                                      -3-
<PAGE>   7

                  (iv)     the Indenture and the Indenture Supplement covering
         the Aircraft and dated the Closing Date;

                  (v)      the Manufacturer's Consent;

                  (vi)     a copy of the FAA Bill of Sale; and

                  (vii)    a copy of the Warranty Bill of Sale.

                  (d)      A Uniform Commercial Code financing statement or
statements covering the security interest created by the Indenture shall have
been executed and delivered by the Company, as debtor, and by the Loan Trustee,
as secured party, and such financing statement or statements shall have been
duly filed in all places necessary or desirable within the State of Georgia.

                  (e)      Each Pass Through Trustee shall have received the
following:

                  (i)      a certificate dated the Closing Date of the Secretary
         or an Assistant Secretary of the Company, certifying as to (A) a copy
         of the resolutions of the Board of Directors of the Company or the
         executive committee thereof duly authorizing the transactions
         contemplated hereby and the execution, delivery and performance by the
         Company of this Agreement and the Indenture and each other document
         required to be executed and delivered by the Company in accordance with
         the provisions hereof or thereof and (B) a copy of the certificate of
         incorporation and by-laws of the Company, as in effect on the Closing
         Date;

                  (ii)     a certificate or other evidence from the Secretary of
         State of the State of Delaware, dated as of a date reasonably near the
         Closing Date, as to the due incorporation and good standing of the
         Company in such state;

                  (iii)    an incumbency certificate of the Company as to the
         person or persons authorized to execute and deliver this Agreement, the
         Indenture and each other document to be executed by the Company in
         connection with the transactions contemplated hereby and thereby, and
         the specimen signatures of such person or persons; and

                  (iv)     one or more certificates of the Loan Trustee and the
         Subordination Agent certifying to the reasonable satisfaction of the
         Pass Through Trustees as to the due authorization, execution, delivery
         and performance by the Loan Trustee and the Subordination Agent of each
         of the Operative Documents to which the Loan Trustee or the
         Subordination Agent is or will be a party and any other documents to be
         executed by or on behalf of the Loan Trustee or Subordination Agent in
         connection with the transactions contemplated hereby or thereby.

                  (f)      On the Closing Date, the following statements shall
be correct: (i) the representations and warranties herein of the Company are
correct in all material respects as though made on and as of such date, except
to the extent that such representations and warranties relate solely to an
earlier date (in which case such representations and warranties are correct on
and as of such earlier date) and (ii) no event has occurred and is continuing
that constitutes an


                                      -4-
<PAGE>   8

Event of Default or an Event of Loss or would constitute an Event of Default or
Event of Loss but for the requirement that notice be given or time elapse or
both.

                  (g)      Each Pass Through Trustee and the Loan Trustee shall
have received (i) an opinion addressed to it from the General Counsel or an
Associate General Counsel of the Company (or such other internal counsel to the
Company as shall be reasonably satisfactory to the Pass Through Trustees)
substantially in the form set forth in Exhibit A-1 and (ii) opinions addressed
to it from Cadwalader, Wickersham & Taft substantially in the forms set forth in
Exhibits A-2 and A-3.

                  (h)      Each Pass Through Trustee and the Loan Trustee shall
have received an opinion addressed to it from Bingham Dana LLP, special counsel
for State Street, the Loan Trustee and the Subordination Agent, substantially in
the form set forth in Exhibit B.

                  (i)      Each Pass Through Trustee and the Loan Trustee shall
have received an opinion addressed to it from Daugherty, Fowler, Peregrin &
Haught, A Professional Corporation, special FAA counsel in Oklahoma City,
Oklahoma, substantially in the form set forth in Exhibit C.

                  (j)      Each Pass Through Trustee and the Loan Trustee shall
have received a certificate or certificates signed by the chief financial or
accounting officer, any Senior Vice President, the Treasurer, any Vice President
or any Assistant Treasurer (or any other Responsible Officer) of the Company,
dated the Closing Date, certifying as to the correctness of each of the matters
stated in Section 3.01(f).

                  (k)      Each Pass Through Trustee shall have received a
certificate from State Street in its individual capacity and as Loan Trustee and
Subordination Agent, as applicable, dated the Closing Date, signed by an
authorized officer of State Street in its individual capacity and as Loan
Trustee and Subordination Agent, as applicable, certifying for each such entity
that no Loan Trustee Liens or Other Party Liens attributable to it, as
applicable, exist, and further certifying as to the correctness of each of the
matters stated in Section 5.01.

                  (l)      Each Pass Through Trustee shall have received
opinions addressed to it from New York in-house counsel for the Liquidity
Provider, substantially in the form set forth in Exhibit D-1, and from German
in-house counsel for the Liquidity Provider, substantially in the form set forth
in Exhibit D-2.

                  (m)      The Loan Trustee shall have received an insurance
report of an independent insurance broker and the related certificates of
insurance, each in form and substance reasonably satisfactory to the Loan
Trustee, as to the compliance with the terms of Section 7.06 of the Indenture
relating to insurance with respect to the Aircraft.

                  (n)      No action or proceeding shall have been instituted
nor shall governmental action be threatened before any court or governmental
agency, nor shall any order, judgment or decree have been issued or proposed to
be issued by any court or governmental agency at the time of the Closing to set
aside, restrain, enjoin or prevent the completion and consummation of this
Agreement or the transactions contemplated hereby.


                                      -5-
<PAGE>   9

                  (o)      The Company shall have entered into the Underwriting
Agreement, the Pass Through Certificates shall have been issued and sold
pursuant to the Underwriting Agreement and the Underwriters shall have
transferred to the Pass Through Trustees in immediately available funds an
amount at least equal to the aggregate purchase price of the Equipment Notes to
be purchased from the Company.

                  (p)      The Loan Trustee shall have received an executed copy
of the Manufacturer's Consent substantially in the form set forth in Exhibit E.

                  Promptly upon the recording of the Indenture (with the
Indenture Supplement attached) pursuant to the Transportation Code, the Company
will cause Daugherty, Fowler, Peregrin & Haught, A Professional Corporation,
special FAA counsel in Oklahoma City, Oklahoma to deliver to the Subordination
Agent on behalf of the Pass Through Trustees, to the Loan Trustee and to the
Company an opinion as to the due recording of such instrument and the lack of
filing of any intervening documents with respect to the Aircraft.

                  Section 3.02 Conditions Precedent to Obligations of the
Company. The obligation of the Company to issue and sell the Equipment Notes is
subject to the fulfillment (or waiver by the Company) prior to or on the Closing
Date of the following conditions precedent:

                  (a)      No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations thereof
by appropriate regulatory authorities or any court that would make it a
violation of law or governmental regulations for the Company to enter into any
transaction contemplated by the Operative Documents or the Pass Through Trust
Agreements.

                  (b)      The documents referred to in Section 3.01(c) shall
have been duly authorized, executed and delivered by the respective party or
parties thereto (other than the Company), shall be in full force and effect and
executed counterparts (or copies thereof where indicated) thereof shall have
been delivered to the Company, and the Company shall have received such
documents and evidence with respect to State Street, the Liquidity Provider, the
Loan Trustee, the Subordination Agent and each Pass Through Trustee as the
Company may reasonably request in order to establish the consummation of the
transactions contemplated by this Agreement, the taking of all corporate and
other proceedings in connection therewith and compliance with the conditions
herein set forth.

                  (c)      The Indenture (with the Indenture Supplement covering
the Aircraft attached) shall have been duly filed for recordation (or shall be
in the process of being so duly filed for recordation) with the FAA pursuant to
the Transportation Code.

                  (d)      On the Closing Date, the representations and
warranties herein of State Street, the Loan Trustee, the Subordination Agent and
the Pass Through Trustees shall be correct as though made on and as of such
date, except to the extent that such representations and warranties relate
solely to an earlier date (in which case such representations and warranties
shall have been correct on and as of such earlier date), and, insofar as such
representations and warranties concern State Street, the Loan Trustee, the
Subordination Agent or any Pass Through Trustee, such party shall have so
certified to the Company.


                                      -6-
<PAGE>   10

                  (e)      The Company shall have received each opinion referred
to in Subsections 3.01(h), 3.01(i) and 3.01(l), each such opinion (other than
3.01(l)) addressed to the Company or accompanied by a letter from the counsel
rendering such opinion authorizing the Company to rely on such opinion as if it
were addressed to the Company, and the certificates referred to in Subsections
3.01(e)(iv) and 3.01(k).

                  (f)      The Company shall have received an opinion addressed
to it from Bingham Dana LLP, special counsel for the Pass Through Trustees,
substantially in the form set forth in Exhibit F.

                  (g)      No action or proceeding shall have been instituted
nor shall governmental action be threatened before any court or governmental
agency, nor shall any order, judgment or decree have been issued or proposed to
be issued by any court or governmental agency at the time of the Closing to set
aside, restrain, enjoin or prevent the completion and consummation of this
Agreement or the transactions contemplated hereby.

                  (h)      The Company shall have received a certificate from
State Street dated the Closing Date, signed by an authorized officer of State
Street, certifying for each Pass Through Trustee that no Other Party Liens
attributable to it exist and further certifying as to the correctness of each of
the matters stated in Section 5.01.

                  (i)      The Company shall have been paid by the Pass Through
Trustee for each Pass Through Trust the aggregate original principal amount of
the Equipment Notes being issued to such Pass Through Trust as set forth on
Schedule I opposite the name of such Pass Through Trust.

                                   ARTICLE 4

           REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE COMPANY

                  Section 4.01 Representations and Warranties of the Company.
The Company represents and warrants that:

                  (a)      The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of Delaware, is a
Certificated Air Carrier, is a Citizen of the United States, has the corporate
power and authority to own or hold under lease its properties and to enter into
and perform its obligations under the Operative Documents to which it is a party
and is duly qualified to do business as a foreign corporation in good standing
in each other jurisdiction in which the failure to so qualify would have a
material adverse effect on the consolidated financial condition of the Company
and its subsidiaries, considered as a whole, and its chief executive office (as
such term is used in Article 9 of the Uniform Commercial Code as in effect in
the State of Georgia) is located in Atlanta, Georgia.

                  (b)      The execution, delivery and performance by the
Company of this Agreement and the other Operative Documents to which the Company
is a party have been duly authorized by all necessary corporate action on the
part of the Company, do not require any stockholder approval or approval or
consent of any trustee or holder of any indebtedness or


                                      -7-
<PAGE>   11

obligations of the Company, except such as have been duly obtained and are in
full force and effect, and do not contravene any law, governmental rule,
regulation, judgment or order binding on the Company or the certificate of
incorporation or by-laws of the Company or contravene or result in a breach of,
or constitute a default under, or result in the creation of any Lien (other than
as permitted under the Indenture) upon the property of the Company under, any
material indenture, mortgage, contract or other agreement to which the Company
is a party or by which it or any of its properties may be bound or affected.

                  (c)      Neither the execution and delivery by the Company of
this Agreement and the other Operative Documents to which it is a party, nor the
consummation by the Company of any of the transactions contemplated hereby or
thereby, requires the authorization, consent or approval of, the giving of
notice to, the filing or registration with or the taking of any other action in
respect of, the Department of Transportation, the FAA or any other federal or
state governmental authority or agency, except for (i) the registration of the
Pass Through Certificates under the Securities Act of 1933, as amended, and
under the securities laws of any state in which the Pass Through Certificates
may be offered for sale if the laws of such state require such action, (ii) the
qualification of the Pass Through Trust Agreements under the Trust Indenture Act
of 1939, as amended, (iii) the orders, permits, waivers, exemptions,
authorizations and approvals of the regulatory authorities having jurisdiction
over the operation of the Aircraft by the Company required to be obtained on or
prior to the Closing Date, which orders, permits, waivers, exemptions,
authorizations and approvals have been duly obtained and are, or on the Closing
Date will be, in full force and effect, (iv) the filings referred to in Section
4.01(e) and (v) consents, approvals, notices, registrations and other actions
required to be obtained, given, made or taken only after the date hereof.

                  (d)      This Agreement and each other Operative Document to
which the Company is a party have been duly executed and delivered by the
Company and constitute the legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as the
same may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally and by general
principles of equity and except, in the case of the Indenture, as limited by
applicable laws that may affect the remedies provided in the Indenture.

                  (e)      Except for (i) the filing for recordation pursuant to
the Transportation Code of the Indenture (with the Indenture Supplement covering
the Aircraft attached) and (ii) with respect to the security interests created
by such documents, the filing of financing statements (and continuation
statements at periodic intervals) under the Uniform Commercial Code of Georgia,
no further filing or recording of any document is necessary under the laws of
the United States or any state thereof as of the Closing Date in order to
establish and perfect the security interest in the Aircraft created under the
Indenture in favor of the Loan Trustee as against the Company and any third
parties in any applicable jurisdiction in the United States.

                  (f)      The Company is not an investment company or a company
controlled by an investment company within the meaning of the Investment Company
Act of 1940, as amended.


                                      -8-
<PAGE>   12

                  (g)      As of the Closing Date, (i) the Company has good
title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii)
the Aircraft has been duly certificated by the FAA as to type and airworthiness
in accordance with the terms of the Indenture, (iii) the Indenture (with the
Indenture Supplement covering the Aircraft attached) has been duly filed for
recordation (or shall be in the process of being so duly filed for recordation)
with the FAA pursuant to the Transportation Code and (iv) the Aircraft is duly
registered with the FAA in the name of the Company.

                  Section 4.02 General Indemnity. (a) Claims Defined. For the
purposes of this Section 4.02, "Claims" shall mean any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs or
expenses of whatsoever kind and nature (whether or not on the basis of
negligence, strict or absolute liability or liability in tort) that may be
imposed on, incurred by, suffered by or asserted against an Indemnitee, as
defined herein, and, except as otherwise expressly provided in this Section
4.02, shall include all reasonable out-of-pocket costs, disbursements and
expenses (including reasonable out-of-pocket legal fees and expenses) of an
Indemnitee actually incurred in connection therewith or related thereto.

                  (b)      Indemnitee Defined. For the purposes of this Section
4.02, "Indemnitee" means (i) State Street and the Loan Trustee, (ii) so long as
it holds any Equipment Notes as agent and trustee of any Pass Through Trustee,
the Subordination Agent, (iii) so long as it is the holder of any Equipment
Notes, each Pass Through Trustee, (iv) the Liquidity Provider and (v) each of
their respective successors and permitted assigns in such capacities, agents,
servants, officers, employees and directors (the respective agents, servants,
officers, employees and directors of each of the foregoing Indemnitees, as
applicable, together with such Indemnitee, being referred to herein collectively
as the "Related Indemnitee Group" of such Indemnitee); provided that such
Persons shall, to the extent they are not signatories to this Agreement, have
expressly agreed in writing to be bound by the terms of this Section 4.02 prior
to, or concurrently with, the making of a Claim hereunder. If an Indemnitee
fails to comply with any duty or obligation under this Section 4.02 with respect
to any Claim, such Indemnitee shall not, to the extent such failure was
prejudicial to the Company, be entitled to any indemnity with respect to such
Claim under this Section 4.02. No holder of a Pass Through Certificate in its
capacity as such holder shall be an Indemnitee for purposes hereof.

                  (c)      Claims Indemnified. Subject to the exclusions stated
in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold
harmless on an After-Tax Basis each Indemnitee against Claims resulting from or
arising out of the sale, purchase, acceptance, non-acceptance or rejection of
the Aircraft under the Purchase Agreement or the ownership, possession, use,
non-use, substitution, airworthiness, control, maintenance, repair, operation,
registration, re- registration, condition, sale, lease, sublease, storage,
modification, alteration, return, transfer or other disposition of the Aircraft,
the Airframe, any Engine or any Part (including, without limitation, latent or
other defects, whether or not discoverable, and any claim for patent, trademark
or copyright infringement) by the Company, any Permitted Lessee or any other
Person. Without limiting the foregoing and subject to, and without duplication
of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable
ongoing fees, and the reasonable out-of-pocket costs and expenses actually
incurred (including, without limitation, reasonable attorney's fees and
disbursements actually incurred and, to the extent payable as


                                      -9-
<PAGE>   13

provided in the Indenture, reasonable compensation and expenses of the Loan
Trustee's agents actually incurred), of the Loan Trustee in connection with the
transactions contemplated hereby.

                  (d)      Claims Excluded. The following are excluded from the
Company's agreement to indemnify an Indemnitee under this Section 4.02:

                  (i)      any Claim to the extent such Claim is attributable to
         acts or events occurring after (x) the Equipment Notes have been paid
         in full or (y) the transfer of possession of the Aircraft pursuant to
         Article IV of the Indenture except to the extent that such Claim is
         attributable to acts occurring in connection with the exercise of
         remedies pursuant to Section 4.02 of the Indenture following the
         occurrence and continuance of an Event of Default;

                  (ii)     any Claim to the extent such Claim is, or is
         attributable to, a Tax;

                   (iii)   any Claim to the extent such Claim is attributable to
         the negligence or willful misconduct of such Indemnitee or such
         Indemnitee's Related Indemnitee Group;

                  (iv)     any Claim to the extent such Claim is attributable to
         the noncompliance by such Indemnitee or such Indemnitee's Related
         Indemnitee Group with any of the terms of, or any misrepresentation by
         an Indemnitee or its Related Indemnitee Group contained in, this
         Agreement, any other Operative Document or any Pass Through Document to
         which such Indemnitee or any of such Related Indemnitee Group is a
         party or any agreement relating hereto or thereto;

                  (v)      any Claim to the extent such Claim constitutes a
         Permitted Lien attributable to such Indemnitee;

                  (vi)     any Claim to the extent such Claim is attributable to
         the offer, sale, assignment, transfer, participation or other
         disposition (whether voluntary or involuntary) by or on behalf of such
         Indemnitee or its Related Indemnitee Group other than during the
         occurrence and continuance of an Event of Default (provided that any
         such offer, sale, assignment, transfer, participation or other
         disposition during the occurrence and continuation of an Event of
         Default shall not be subject to indemnification unless it is made in
         accordance with the Indenture and applicable law) of any Equipment Note
         or Pass Through Certificate, all or any part of such Indemnitee's
         interest in the Operative Documents or the Pass Through Documents or
         any interest in the Collateral or any similar security;

                  (vii)    any Claim to the extent such Claim is attributable to
         (A) a failure on the part of the Loan Trustee to distribute in
         accordance with this Agreement or the Indenture any amounts received
         and distributable by it hereunder or thereunder, (B) a failure on the
         part of the Subordination Agent to distribute in accordance with the
         Intercreditor Agreement any amounts received and distributable by it
         thereunder or (C) a failure on the part of any Pass Through Trustee to
         distribute in accordance with the Pass Through Trust Agreement to which
         it is a party any amounts received and distributable by it thereunder;


                                      -10-
<PAGE>   14

                  (viii)   any Claim to the extent such Claim is attributable to
         the authorization or giving or withholding of any future amendments,
         supplements, waivers or consents with respect to any Operative Document
         or any Pass Through Document, other than such as have been requested by
         the Company or that occur as the result of an Event of Default, or such
         as are expressly required or contemplated by the provisions of the
         Operative Documents or the Pass Through Documents;

                  (ix)     any Claim to the extent such Claim is payable or
         borne by (a) the Company pursuant to any indemnification, compensation
         or reimbursement provision of any other Operative Document or any Pass
         Through Document or (b) a Person other than the Company pursuant to any
         provision of any Operative Document or any Pass Through Document;

                  (x)      any Claim to the extent such Claim is an ordinary and
         usual operating or overhead expense or not an out-of-pocket expense
         actually incurred;

                  (xi)     any Claim to the extent such Claim is incurred by or
         asserted as a result of any "prohibited transaction" within the meaning
         of Section 406 of ERISA or Section 4975 of the Code;

                  (xii)    any Claim to the extent such Claim is attributable to
         one or more of the other aircraft financed through the offering of Pass
         Through Certificates (in the event of doubt, any Claim shall be
         allocated between the Aircraft and such other aircraft in the same
         proportion that the then outstanding Equipment Notes bear to the then
         outstanding equipment notes issued with respect to the other aircraft
         and held by the Pass Through Trustees); and

                  (xiii)   any Claim by an Indemnitee related to the status of
         such Indemnitee as a passenger or shipper on any of the Company's
         aircraft.

                  (e)      Insured Claims. In the case of any Claim indemnified
by the Company hereunder that is covered by a policy of insurance maintained by
the Company, each Indemnitee agrees to cooperate, at the Company's expense, with
the insurers in the exercise of their rights to investigate, defend or
compromise such Claim.

                  (f)      Claims Procedure. An Indemnitee shall promptly notify
the Company of any Claim as to which indemnification is sought; provided that
the failure to provide such prompt notice shall not release the Company from any
of its obligations to indemnify hereunder, except to the extent that the Company
is prejudiced by such failure or the Company's indemnification obligations are
increased as a result of such failure. Such Indemnitee shall promptly submit to
the Company all additional information in such Indemnitee's possession to
substantiate such request for payment to the Company as the Company reasonably
requests. Subject to the rights of insurers under policies of insurance
maintained by the Company, the Company shall have the right, at its sole cost
and expense, to investigate, and the right in its sole discretion to defend or
compromise, any Claim for which indemnification is sought under this Section
4.02, and, at the Company's expense, the Indemnitee shall cooperate with all
reasonable requests of the Company in connection therewith. Such Indemnitee
shall not enter into a


                                      -11-
<PAGE>   15

settlement or other compromise with respect to any Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld
or delayed, unless such Indemnitee waives its right to be indemnified with
respect to such Claim under this Section 4.02. Where the Company or the insurers
under a policy of insurance maintained by the Company undertake the defense of
an Indemnitee with respect to a Claim, no additional legal fees or expenses of
such Indemnitee in connection with the defense of such Claim shall be
indemnified hereunder unless such fees or expenses were incurred at the written
request of the Company or such insurers. Subject to the requirements of any
policy of insurance, an Indemnitee may participate at its own expense in any
judicial proceeding controlled by the Company pursuant to the preceding
provisions; provided that such party's participation does not, in the opinion of
the counsel appointed by the Company or its insurers to conduct such
proceedings, interfere with such control; and such participation shall not
constitute a waiver of the indemnification provided in this Section 4.02.
Notwithstanding anything to the contrary contained herein, the Company shall not
under any circumstances be liable for the fees and expenses of more than one
counsel for all Indemnitees.

                  (g)      Subrogation. To the extent that a Claim indemnified
by the Company under this Section 4.02 is in fact paid in full by the Company or
an insurer under a policy of insurance maintained by the Company, the Company or
such insurer, as the case may be, shall, without any further action, be
subrogated to the rights and remedies of the Indemnitee on whose behalf such
Claim was paid with respect to the transaction or event giving rise to such
Claim. Such Indemnitee shall give such further assurances or agreements and
shall cooperate with the Company or such insurer, as the case may be, to permit
the Company or such insurer to pursue such rights and remedies, if any, to the
extent reasonably requested by the Company. So long as no Event of Default shall
have occurred and be continuing, if an Indemnitee receives any payment from any
party other than the Company or its insurers, in whole or in part, with respect
to any Claim paid by the Company or its insurers hereunder, it shall promptly
pay over to the Company the amount received (but not an amount in excess of the
amount the Company or any of its insurers has paid in respect of such Claim).
Any amount referred to in the preceding sentence that is payable to the Company
shall not be paid to the Company, or, if it has been previously paid directly to
the Company, shall not be retained by the Company, if at the time of such
payment an Event of Default shall have occurred and be continuing, but shall be
paid to and held by the Loan Trustee as security for the obligations of the
Company under this Agreement, the Indenture and the other Operative Documents,
and, if the Company agrees, shall be applied against the Company's obligations
hereunder and thereunder when and as they become due and payable and, at such
time as there shall not be continuing any such Event of Default, such amount, to
the extent not previously so applied against the Company's obligations, shall be
paid to the Company; provided that if any such amount has been so held by the
Loan Trustee as security for more than 90 days after any such Event of Default
shall have occurred, during which period (i) the Loan Trustee shall not have
been limited by operation of law or otherwise from exercising remedies under the
Indenture and (ii) the Loan Trustee shall not have exercised any remedy
available to it under Section 4.02 of the Indenture, then such amount, to the
extent not previously so applied against the Company's payment obligations,
shall be paid to the Company.

                  (h)      No Guaranty. Nothing set forth in this Section
4.02 shall constitute a guarantee by the Company that the Aircraft shall at any
time have any particular value, useful life or residual value.


                                      -12-
<PAGE>   16

                  (i)      Payments; Interest. Any amount payable to any
Indemnitee pursuant to this Section 4.02 shall be paid within 30 days after
receipt of a written demand therefor from such Indemnitee accompanied by a
written statement describing in reasonable detail the Claims that are the
subject of and basis for such indemnity and the computation of the amount
payable. Any payments made pursuant to this Section 4.02 directly to an
Indemnitee or to the Company, as the case may be, shall be made in immediately
available funds at such bank or to such account as is specified by the payee in
written directions to the payor or, if no such directions shall have been given,
by check of the payor payable to the order of the payee and mailed to the payee
by certified mail, return receipt requested, postage prepaid to its address
referred to in Section 7.01. To the extent permitted by applicable law, interest
at the Past Due Rate shall be paid, on demand, on any amount or indemnity not
paid when due pursuant to this Section 4.02 until the same shall be paid. Such
interest shall be paid in the same manner as the unpaid amount in respect of
which such interest is due.

                  (j)      Tax deduction or credit. If, by reason of any Claim
payment made to or for the account of an Indemnitee by the Company pursuant to
this Section 4.02, such Indemnitee subsequently realizes a tax deduction or
credit (including foreign tax credit and any reduction in Taxes) not previously
taken into account in computing such payment, such Indemnitee shall promptly pay
to the Company, but only if the Company has made all payments then due and owing
to such Indemnitee under the Operative Documents, an amount equal to the sum of
(I) the actual reduction in Taxes realized by such Indemnitee which is
attributable to such deduction or credit, and (II) the actual reduction in Taxes
realized by such Indemnitee as a result of any payment made by such Indemnitee
pursuant to this sentence.

                                   ARTICLE 5

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF STATE STREET

         Section 5.01 Representations, Warranties and Covenants of State Street.
State Street, generally, and each of the Loan Trustee, the Subordination Agent
and the Pass Through Trustee as it relates to it, represents, warrants and
covenants that:

         (a)      State Street is a national banking association duly organized
and validly existing in good standing under the laws of the United States, is
eligible to be the Loan Trustee under Section 8.01(a) of the Indenture, will
promptly comply with Section 8.01(a) of the Indenture and has full power,
authority and legal right to enter into and perform its obligations under each
of the Operative Documents and the Pass Through Documents to which State Street,
the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party
and, in its capacity as Loan Trustee and Pass Through Trustee, respectively, to
authenticate the Equipment Notes and the Pass Through Certificates,
respectively. State Street is qualified to act as Loan Trustee under Section
8.01(c) of the Indenture.

         (b)      The execution, delivery and performance by State Street,
individually or in its capacity as Loan Trustee, Subordination Agent or Pass
Through Trustee, as the case may be, of this Agreement, each of the other
Operative Documents and each of the Pass Through Documents to which State
Street, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is
a party, and the authentication of the Equipment Notes and the Pass Through


                                      -13-
<PAGE>   17

Certificates, respectively, to be delivered on the Closing Date, have been duly
authorized by all necessary action on the part of State Street, the Loan
Trustee, the Subordination Agent and each Pass Through Trustee, as the case may
be, and do not violate any law or regulation of the United States or of the
state of the United States in which State Street is located and which governs
the banking and trust powers of State Street or any order, writ, judgment or
decree of any court, arbitrator or governmental authority applicable to State
Street, the Loan Trustee, the Subordination Agent or any Pass Through Trustee or
any of their assets, will not violate any provision of the articles of
association or by-laws of State Street and will not violate any provision of, or
constitute a default under, any mortgage, indenture, contract, agreement or
undertaking to which any of State Street, the Loan Trustee, the Subordination
Agent or any Pass Through Trustee is a party or by which any of them or their
respective properties may be bound or affected.

                  (c)      Neither the execution and delivery by State Street,
individually or in its capacity as Loan Trustee, Subordination Agent or Pass
Through Trustee, as the case may be, of this Agreement, any other Operative
Document or any Pass Through Document to which State Street, the Loan Trustee,
the Subordination Agent or any Pass Through Trustee is a party, nor the
consummation by State Street, the Loan Trustee, the Subordination Agent or any
Pass Through Trustee of any of the transactions contemplated hereby or thereby,
requires the authorization, consent or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in respect of,
any governmental authority or agency of the United States or the state of the
United States where State Street is located and regulating the banking and trust
powers of State Street.

                  (d)      This Agreement, each other Operative Document and
each Pass Through Document to which State Street, the Loan Trustee, the
Subordination Agent or any Pass Through Trustee is a party have been duly
executed and delivered by State Street, individually and in its capacity as Loan
Trustee, Subordination Agent or Pass Through Trustee, as the case may be, and
constitute the legal, valid and binding obligations of State Street, the Loan
Trustee, the Subordination Agent and such Pass Through Trustee, as it shall be a
party thereto, enforceable against it in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally and by general
principles of equity.

                  (e)      It unconditionally agrees with and for the benefit of
the parties to this Agreement that it will not directly or indirectly create,
incur, assume or suffer to exist any Loan Trustee Lien or Other Party Lien
attributable to it, and it agrees that it will, at its own cost and expense,
promptly take such action as may be necessary to discharge and satisfy in full
any such Lien; and it shall indemnify, protect, defend and hold harmless each
Indemnitee and the Company against Claims in any way resulting from or arising
out of a breach by it of its obligations under this Section 5.01(e).

                  (f)      The Equipment Notes to be issued to the Subordination
Agent pursuant hereto are being acquired by it to be held under the
Intercreditor Agreement.

                  (g)      Each of State Street, the Loan Trustee, the
Subordination Agent and each Pass Through Trustee agrees that it will not impose
any lifting charge, cable charge, remittance


                                      -14-
<PAGE>   18

charge or any other charge or fee on any transfer by the Company of funds to,
through or by State Street, the Loan Trustee, the Subordination Agent or such
Pass Through Trustee pursuant to this Agreement, any other Operative Document or
any Pass Through Document, except as may be otherwise agreed to in writing by
the Company.

                  (h)      Each of State Street, the Loan Trustee, the
Subordination Agent and any Pass Through Trustee agrees to be bound by the terms
of Section 10.16 of the Indenture.

                  (i)      There are no Taxes payable by State Street, the Loan
Trustee, the Subordination Agent or any Pass Through Trustee imposed by the
State of Connecticut or any political subdivision or taxing authority thereof in
connection with the execution, delivery or performance by State Street, the Loan
Trustee, the Subordination Agent or any Pass Through Trustee of any Operative
Document or any Pass Through Document (other than franchise or other taxes based
on or measured by any fees or compensation received by any such Person for
services rendered in connection with the transactions contemplated by the
Operative Documents or the Pass Through Documents), and there are no Taxes
payable by any Pass Through Trustee imposed by the State of Connecticut or any
political subdivision thereof in connection with the acquisition, possession or
ownership by such Pass Through Trustee of any of the Equipment Notes (other than
franchise or other taxes based on or measured by any fees or compensation
received by such Pass Through Trustee for services rendered in connection with
the transactions contemplated by the Operative Documents or the Pass Through
Documents) and, assuming that the Pass Through Trusts will not be taxable for
Federal income tax purposes as corporations, but, rather, will be characterized
for such purposes as grantor trusts or partnerships, the Pass Through Trusts
will not be subject to any Taxes imposed by the State of Connecticut or any
political subdivision thereof.

                  (j)      Except with the consent of the Company, which shall
not be unreasonably withheld, State Street will act as Pass Through Trustee
solely through its offices within the State of Connecticut, except for such
services that may be performed for it by various agents, but not directly by it,
in other states.

                  (k)      There are no pending or, to its knowledge, threatened
actions or proceedings against the State Street, the Loan Trustee, the
Subordination Agent or any Pass Through Trustee before any court or
administrative agency which individually or in the aggregate, if determined
adversely to it, would materially adversely affect the ability of State Street,
the Loan Trustee, the Subordination Agent or any Pass Through Trustee to perform
its obligations under any Operative Document or any Pass Through Document.

                  (l)      The representations and warranties contained in
Section 7.15 of each Pass Through Trust Agreement are true, complete and correct
as of the Closing Date.

                                   ARTICLE 6


                         OTHER COVENANTS AND AGREEMENTS

         Section 6.01 Other Agreements. (a) The Company agrees promptly to pay
(without duplication of any other obligation the Company may have to pay such
amounts)


                                      -15-
<PAGE>   19

(A) the initial and annual fees and (to the extent the Loan Trustee is entitled
to be reimbursed for its reasonable expenses) the reasonable expenses of the
Loan Trustee in connection with the transactions contemplated hereby and (B) the
following expenses incurred by the Loan Trustee, the Subordination Agent and the
Pass Through Trustees in connection with the negotiation, preparation, execution
and delivery of this Agreement, the other Operative Documents and the other
documents or instruments referred to herein or therein:

                  (i)      the reasonable fees, expenses and disbursements of
         (x) Bingham Dana LLP, special counsel for the Loan Trustee, the
         Subordination Agent and the Pass Through Trustees and (y) Daugherty,
         Fowler, Peregrin & Haught, A Professional Corporation, special FAA
         counsel in Oklahoma City, Oklahoma, in each case to the extent actually
         incurred; and

                  (ii)     all reasonable expenses incurred in connection with
         printing and document production or reproduction expenses, and in
         connection with the filing of Uniform Commercial Code financing
         statements.

                  (b)      The Loan Trustee, the Noteholders, the Subordination
Agent and each Pass Through Trustee agree to execute and deliver, at the
Company's expense, all such documents as the Company reasonably requests for the
purpose of continuing the registration of the Aircraft at the FAA in the
Company's name. In addition, each of the Loan Trustee, the Subordination Agent,
each Pass Through Trustee and any other Noteholder agrees, for the benefit of
the Company, to cooperate with the Company in effecting any foreign registration
of the Aircraft pursuant to Section 7.02(e) of the Indenture; provided that
prior to any such change in the country of registry of the Aircraft the
conditions set forth in Section 7.02(e) of the Indenture are met to the
reasonable satisfaction of, or waived by, the Loan Trustee.

                  (c)      Each of State Street, the Loan Trustee, the
Subordination Agent, each Pass Through Trustee and any other Noteholder agrees
that, unless an Event of Default shall have occurred and be continuing, it shall
not take any action contrary to, or otherwise in any way interfere with or
disturb (and then only in accordance with the Indenture), the quiet enjoyment of
the use and possession of the Aircraft, the Airframe, any Engine or any Part by
the Company or any transferee of any interest in any thereof permitted under the
Indenture.

                  (d)      Each Noteholder, including, without limitation, the
Subordination Agent and each Pass Through Trustee, unconditionally agrees with
and for the benefit of the parties to this Agreement that it will not directly
or indirectly create, incur, assume or suffer to exist any Noteholder Liens, and
such Noteholder agrees that it will, at its own cost and expense, promptly take
such action as may be necessary to discharge and satisfy in full any such
Noteholder Lien; and each Noteholder hereby agrees to indemnify, protect, defend
and hold harmless each Indemnitee and the Company against Claims in any way
resulting from or arising out of a breach by it of its obligations under this
Section 6.01(d).

                  (e)      By its acceptance of its Equipment Notes, each
Noteholder (i) unconditionally agrees for the benefit of the Company and the
Loan Trustee to be bound by and to perform and comply with all of the terms of
such Equipment Notes, the Indenture and this Agreement applicable to such
Noteholder and (ii) agrees that it will not transfer any Equipment


                                      -16-
<PAGE>   20

Note (or any part thereof) to any entity unless such entity makes (or is deemed
to have made) a representation and warranty as of the date of transfer that
either no part of the funds to be used by it for the purchase and holding of
such Equipment Note (or any part thereof) constitutes assets of any "employee
benefit plan" or that such purchase and holding will not result in a non-exempt
prohibited transaction under Section 4975 of the Code and Section 406 of ERISA.

                  Section 6.02 Certain Covenants of the Company. The Company
covenants and agrees with the Loan Trustee as follows:

                  (a)      On and after the Closing, the Company will cause to
be done, executed, acknowledged and delivered such further acts, conveyances and
assurances as the Loan Trustee reasonably requests for accomplishing the
purposes of this Agreement and the other Operative Documents; provided that any
instrument or other document so executed by the Company will not expand any
obligations or limit any rights of the Company in respect of the transactions
contemplated by the Operative Documents.

                  (b)      The Company will cause the Indenture (with the
Indenture Supplement covering the Aircraft attached) to be promptly filed and
recorded, or filed for recording, with the FAA to the extent permitted under the
Transportation Code and the rules and regulations of the FAA thereunder.

                  (c)      The Company, at its expense, will take, or cause to
be taken, such action with respect to the recording, filing, re-recording and
refiling of the Indenture and any financing statements or other instruments as
are necessary to maintain, so long as the Indenture is in effect, the perfection
of the security interests created by the Indenture or will furnish the Loan
Trustee timely notice of the necessity of such action, together with such
instruments, in execution form, and such other information as may be required to
enable the Loan Trustee to take such action. In addition, the Company will pay
any and all recording, stamp and other similar taxes payable in the United
States, and in any other jurisdiction where the Aircraft is registered, in
connection with the execution, delivery, recording, filing, re-recording and
refiling of the Indenture or any such financing statements or other instruments.
The Company will notify the Loan Trustee of any change in the location of its
chief executive office (as such term is used in Article 9 of the Uniform
Commercial Code as in effect in the State of Georgia) promptly after making such
change or in any event within the period of time necessary under applicable law
to prevent the lapse of perfection (absent refiling) of financing statements
filed under the Operative Documents.

                  (d)      The Company shall at all times maintain its corporate
existence except as permitted by Section 6.02(e).

                  (e)      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:

                  (i)      the successor or transferee entity shall, if and to
         the extent required under Section 1110 in order that the Loan Trustee
         shall continue to be entitled to any benefits of Section 1110 with
         respect to the Aircraft, be a Citizen of the United States and a
         Certificated Air Carrier and shall execute and deliver to the Loan
         Trustee an agreement


                                      -17-
<PAGE>   21

         containing the express assumption by such successor or transferee
         entity of the due and punctual performance and observance of each
         covenant and condition of the Operative Documents to which the Company
         is a party to be performed or observed by the Company;

                  (ii)     immediately after giving effect to such transaction,
         no Event of Default shall have occurred and be continuing; and

                  (iii)    the Company shall have delivered to the Loan Trustee
         a certificate signed by a Responsible Officer of the Company, and an
         opinion of counsel (which may be internal counsel to the Company), each
         stating that such consolidation, merger, conveyance, transfer or lease
         and the assumption agreement mentioned in clause (i) above comply with
         this Section 6.02(e) and that all conditions precedent herein provided
         relating to such transaction have been complied with (except that such
         opinion need not cover the matters referred to in clause (ii) above and
         may rely, as to factual matters, on a certificate of an officer of the
         Company) and, in the case of such opinion, that such assumption
         agreement has been duly authorized, executed and delivered by such
         successor Person and is enforceable against such successor Person in
         accordance with its terms, except as the same may be limited by
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting the rights of creditors generally and by general
         principles of equity.

                  Upon any consolidation or merger, or any conveyance, transfer
or lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 6.02(e), 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 Agreement and the
other Operative Documents with the same effect as if such successor Person had
been named as the Company herein.

                  (f)      The Company shall remain a Certificated Air Carrier
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.

                                    ARTICLE 7

                                  MISCELLANEOUS

                  Section 7.01      Notices. Unless otherwise expressly
specified or permitted by the terms hereof, all notices required or permitted
under the terms and provisions of this Agreement shall be in English and in
writing, and any such notice may be given by registered or certified United
States mail, courier service or facsimile or any other customary means of
communication, and any such notice shall be effective when delivered (or, if
delivered by facsimile, upon completion of transmission and confirmation by the
sender (by a telephone call to a representative of the recipient or by machine
confirmation) that such transmission was received) addressed as follows:


                                      -18-
<PAGE>   22

if to the Company, addressed to:

         Delta Air Lines, Inc.
         1030 Delta Boulevard
         Atlanta, Georgia  30320
         Attention:  Director - Corporate Finance, Dept. 856

         Telephone:      (404) 715-6707
         Facsimile:      (404) 715-4862

         with a copy to the General Counsel at the same address, but Dept. 971

         Telephone:      (404) 715-2387
         Facsimile:      (404) 733-1657

if to State Street, the Loan Trustee, the Subordination Agent or any Pass
Through Trustee, addressed to:

         State Street Bank And Trust Company of Connecticut,
         National Association
         225 Asylum Street
         Goodwin Square
         Hartford, Connecticut  06103
         Attention:  Corporate Trust Division
         Telephone:      (860) 244-1844
         Facsimile:      (860) 244-1881

or if to any subsequent Noteholder, addressed to such Noteholder at its address
set forth in the Equipment Note Register maintained pursuant to Section 2.07 of
the Indenture.

                  Any party, by notice to the other parties hereto, may
designate additional or different addresses for subsequent notices or
communications. Whenever the words "notice" or "notify" or similar words are
used herein, they mean the provision of formal notice as set forth in this
Section 7.01.

                  Section 7.02 Survival of Representations, Warranties,
Indemnities, Covenants and Agreements. Except as otherwise provided for herein,
the representations, warranties, indemnities, covenants and agreements of the
Company, State Street, the Loan Trustee, the Subordination Agent, each Pass
Through Trustee and the Noteholders provided for in this Agreement, and each of
their obligations hereunder, shall survive the making of the loans and the
expiration or termination (to the extent arising out of acts or events occurring
prior to such expiration) of any Operative Documents.

                  SECTION 7.03 GOVERNING LAW. THIS AGREEMENT HAS BEEN DELIVERED
IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE


                                      -19-
<PAGE>   23

PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  Section 7.04 Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  Section 7.05 No Oral Modifications or Continuing Waivers;
Consents. Subject to Section 9.03 of the Indenture, no terms or provisions of
this Agreement may be changed, waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against which the enforcement of
the change, waiver, discharge or termination is sought; provided that no such
change, waiver, discharge or termination shall be effective unless a signed copy
thereof is delivered to the Loan Trustee. Each Pass Through Trustee and, by its
acceptance of an Equipment Note, each subsequent Noteholder covenants and agrees
that it shall not unreasonably withhold its consent to any consent of the Loan
Trustee requested by the Company under the terms of the Indenture.

                  Section 7.06 Effect of Headings and Table of Contents. The
headings of the various Articles and Sections herein and in the Table of
Contents are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

                  Section 7.07 Successors and Assigns. All covenants,
agreements, representations and warranties in this Agreement by the Company, by
State Street, individually or as Loan Trustee, Subordination Agent or Pass
Through Trustee, or by any Noteholder, shall bind and inure to the benefit of
and be enforceable by the Company, and subject to the terms of Section 6.02(e),
its successors and permitted assigns, each Pass Through Trustee and any
successor or other trustee under the Pass Through Trust Agreement to which it is
a party, the Subordination Agent and its successor under the Intercreditor
Agreement and the Loan Trustee and its successor under the Indenture, whether so
expressed or not.

                  Section 7.08 Benefits of Agreement. Nothing in this Agreement,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right, remedy
or claim under this Agreement, except as provided expressly herein.

                  Section 7.09 Counterparts. This 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 Agreement including a
signature page or pages executed by each of the parties hereto shall be an
original counterpart of this Agreement, but all of such counterparts shall
together constitute one instrument.

                  Section 7.10 Submission to Jurisdiction. Each of the parties
hereto, to the extent it may do so under applicable law, for purposes hereof and
of all other Operative Documents hereby (a) irrevocably submits itself to the
non-exclusive jurisdiction of the courts of the State of New York sitting in the
City of New York and to the non-exclusive jurisdiction of


                                      -20-
<PAGE>   24

the United States District Court for the Southern District of New York, for the
purposes of any suit, action or other proceeding arising out of this Agreement,
the subject matter hereof or any of the transactions contemplated hereby brought
by any party or parties hereto, or their successors or permitted assigns and (b)
waives, and agrees not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or the subject matter hereof or
any of the transactions contemplated hereby may not be enforced in or by such
courts.


                                      -21-
<PAGE>   25

                  IN WITNESS WHEREOF, the parties hereto have caused this
Participation Agreement to be duly executed by their respective officers
thereunto duly authorized as of the date first above written.


                              DELTA AIR LINES, INC.



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


                              STATE STREET BANK AND TRUST
                                 COMPANY OF CONNECTICUT,
                                 NATIONAL ASSOCIATION, as Pass
                                 Through Trustee under each of the Pass
                                 Through Trust Agreements


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


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


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


<PAGE>   26

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


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


                              STATE STREET BANK AND TRUST
                                 COMPANY OF CONNECTICUT,
                                 NATIONAL ASSOCIATION, in its
                                 individual capacity as set forth herein


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


<PAGE>   27



                                                                   SCHEDULE I to
                                                         PARTICIPATION AGREEMENT

                                EQUIPMENT NOTES,
                    PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS

<TABLE>
<CAPTION>
                               DESCRIPTION OF
       PURCHASER               EQUIPMENT NOTES             MATURITY             INTEREST RATE       ORIGINAL PRINCIPAL AMOUNT
------------------------   ----------------------     ------------------        ---------------     -------------------------
<S>                        <C>                        <C>                       <C>                 <C>
Delta Air Lines              Series 2000-1A-1          November 18, 2009            7.379%                 $5,787,759.42
   Pass Through                 Equipment Note
   Trust 2000-1A-1              EN-1A1-001

Delta Air Lines              Series 2000-1A-2          November 18, 2010            7.570%                $12,786,640.58
   Pass Through                 Equipment Note
   Trust 2000-1A-2              EN-1A2-001

Delta Air Lines              Series 2000-1B            November 18, 2010            7.920%                 $3,161,376.92
   Pass Through                 Equipment Note
   Trust 2000-1B                EN-1B-001

Delta Air Lines              Series 2000-1C            November 18, 2005            7.779%                 $4,156,170.27
   Pass Through                 Equipment Note
   Trust 2000-1C                EN-1C-001
</TABLE>


                                      I-1
<PAGE>   28

                                                                  SCHEDULE II to
                                                         PARTICIPATION AGREEMENT

                                TRUST SUPPLEMENTS

                  Trust Supplement No. 2000-1A-1, dated as of November 16, 2000,
between the Company and the Pass Through Trustee in respect of Delta Air Lines
Pass Through Trust 2000-1A-1.

                  Trust Supplement No. 2000-1A-2, dated as of November 16, 2000,
between the Company and the Pass Through Trustee in respect of Delta Air Lines
Pass Through Trust 2000-1A-2.

                  Trust Supplement No. 2000-1B, dated as of November 16, 2000,
between the Company and the Pass Through Trustee in respect of Delta Air Lines
Pass Through Trust 2000-1B.

                  Trust Supplement No. 2000-1C, dated as of November 16, 2000,
between the Company and the Pass Through Trustee in respect of Delta Air Lines
Pass Through Trust 2000-1C.


                                      II-1
<PAGE>   29


                                                                  EXHIBIT A-1 to
                                                         PARTICIPATION AGREEMENT

                               FORM OF OPINION OF
                             COUNSEL FOR THE COMPANY


                                     A-1-1
<PAGE>   30


                                                                  EXHIBIT A-2 to
                                                         PARTICIPATION AGREEMENT

                               FORM OF OPINION OF
                         SPECIAL COUNSEL FOR THE COMPANY

                                     A-2-1
<PAGE>   31


                                                                  EXHIBIT A-3 to
                                                         PARTICIPATION AGREEMENT

                           FORM OF ss. 1110 OPINION OF
                         SPECIAL COUNSEL FOR THE COMPANY

                                      A-3-1


<PAGE>   32

                                                                    EXHIBIT B to
                                                         PARTICIPATION AGREEMENT

                               FORM OF OPINION OF
                      SPECIAL COUNSEL FOR THE LOAN TRUSTEE,
                    THE SUBORDINATION AGENT AND STATE STREET


                                       B-1
<PAGE>   33


                                                                    EXHIBIT C to
                                                         PARTICIPATION AGREEMENT

                               FORM OF OPINION OF
                               SPECIAL FAA COUNSEL


                                       C-1
<PAGE>   34


                                                                  EXHIBIT D-1 to
                                                         PARTICIPATION AGREEMENT

                      FORM OF OPINION OF NEW YORK IN-HOUSE
                       COUNSEL FOR THE LIQUIDITY PROVIDER


                                  D-1-1
<PAGE>   35



                                                                  EXHIBIT D-2 to
                                                         PARTICIPATION AGREEMENT


                       FORM OF OPINION OF GERMAN IN-HOUSE
                       COUNSEL FOR THE LIQUIDITY PROVIDER



                                      D-2-1
<PAGE>   36


                                                                    EXHIBIT E to
                                                         PARTICIPATION AGREEMENT

                         FORM OF MANUFACTURER'S CONSENT



                                       E-1


<PAGE>   37


                                                                    EXHIBIT F TO
                                                         PARTICIPATION AGREEMENT

                                 FORM OF OPINION
                  SPECIAL COUNSEL FOR THE PASS THROUGH TRUSTEES


                                       F-1