exv4w6






Exhibit 4.6

EXECUTION COPY




 


DEPOSIT AGREEMENT

(Class B)




Dated as of February 14, 2011



between



U.S. BANK NATIONAL ASSOCIATION



as Escrow Agent



and



THE BANK OF NEW YORK MELLON



as Depositary



 




Deposit Agreement (Class B)

(2010-2B EETC)







 









 








Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Acceptance of Depositary; Establishment of Accounts.
	 	 	2	 
	 
	 	 	 	 
	SECTION 2. Deposit Mechanics.
	 	 	2	 
	 
	 	 	 	 
	SECTION 3. Termination
	 	 	5	 
	 
	 	 	 	 
	SECTION 4. Payments
	 	 	5	 
	 
	 	 	 	 
	SECTION 5. Representation and Warranties
	 	 	6	 
	 
	 	 	 	 
	SECTION 6. Transfer
	 	 	7	 
	 
	 	 	 	 
	SECTION 7. Amendment, Etc
	 	 	7	 
	 
	 	 	 	 
	SECTION 8. Notices
	 	 	7	 
	 
	 	 	 	 
	SECTION 9. Obligations Unconditional
	 	 	7	 
	 
	 	 	 	 
	SECTION 10. Entire Agreement
	 	 	8	 
	 
	 	 	 	 
	SECTION 11. Governing Law
	 	 	8	 
	 
	 	 	 	 
	SECTION 12. Submission to Jurisdiction in New York
	 	 	8	 
	 
	 	 	 	 
	SECTION 13. Waiver of Jury Trial Right
	 	 	8	 
	 
	 	 	 	 
	SECTION 14. Counterparts
	 	 	8	 
	 
	 	 	 	 
	SECTION 15. Rights of Receiptholders
	 	 	8	 





Deposit Agreement (Class B)

(2010-2B EETC)



i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 16. Limitation on Damages
	 	 	9	 
	 
	 	 	 	 
	Schedule I            Schedule of Deposits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A            Form of Notice of Purchase Withdrawal
	 	 	 	 
	Exhibit B            Form of Notice of Final Withdrawal
	 	 	 	 
	Exhibit C            Form of Notice of Replacement Withdrawal
	 	 	 	 
	Exhibit D            Form of Notice of Event of Loss Withdrawal
	 	 	 	 





Deposit Agreement (Class B)

(2010-2B EETC)




ii









 






DEPOSIT AGREEMENT

(Class B)




     This DEPOSIT AGREEMENT (Class B), dated as of February 14, 2011 (as amended, modified or
supplemented from time to time, this “Agreement”), is made by and between U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying
Agent Agreement referred to below (in such capacity, together with its successors in such capacity,
the “Escrow Agent”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as
depositary bank (the “Depositary”).



W I T N E S S E T H:




     WHEREAS, Delta Air Lines, Inc. (“Delta”) and U.S. Bank Trust National Association, not
in its individual capacity except as otherwise expressly provided therein, but solely as trustee
(in such capacity, together with its successors in such capacity, the “Pass Through
Trustee”), have entered into a Trust Supplement, dated as of February 14, 2011 (the “Trust
Supplement”), to the Pass Through Trust Agreement, dated as of November 16, 2000 (together, as
amended, modified or supplemented from time to time in accordance with the terms thereof, the
“Pass Through Trust Agreement”), relating to Delta Air Lines Pass Through Trust 2010-2B
pursuant to which the Delta Air Lines Pass Through Trust, Series 2010-2B Certificates referred to
therein (the “Certificates”) are being issued (the date of such issuance, the “Issuance
Date”);



     WHEREAS, Delta has entered into an Underwriting Agreement, dated February 7, 2011, with Morgan
Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., acting as
representatives of the several underwriters named in Schedule I thereto (collectively, the
“Underwriters” and, together with their respective transferees and assigns as registered
owners of the Certificates, the “Investors”), pursuant to which the Pass Through Trustee
will issue and sell the Certificates to the Underwriters;



     WHEREAS, Delta, the Pass Through Trustee and certain other persons concurrently herewith are
entering into the Amended and Restated Note Purchase Agreement, dated as of the date hereof (the
“Note Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the
Note Purchase Agreement) equipment notes (the “Equipment Notes”) issued in respect of
aircraft owned by Delta utilizing a portion of the proceeds from the sale of the Certificates (the
“Net Proceeds”);



     WHEREAS, the Escrow Agent, the Underwriters, the Pass Through Trustee and U.S. Bank Trust
National Association, as paying agent for the Escrow Agent (in such capacity, together with its
successors in such capacity, the “Paying Agent”), concurrently herewith are entering into
the Escrow and Paying Agent Agreement (Class B), dated as of the date hereof (as amended, modified
or supplemented from time to time in accordance with the terms thereof, the “Escrow and Paying
Agent Agreement”); and



     WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in
escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent
Agreement, subject to withdrawal upon request of and proper certification by the



Deposit Agreement (Class B)

(2010-2B EETC)




 









 







Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such
withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this
Agreement, which provides for the Depositary to pay interest for distribution to the Investors and
to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper
certification by the Pass Through Trustee.




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



     SECTION 1. Acceptance of Depositary; Establishment of Accounts.



     Section 1.1. Acceptance of Depositary. The Depositary hereby agrees to act as
depositary bank as provided herein and in connection therewith to accept all amounts to be
delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary
further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below)
during the term of this Agreement in accordance with the provisions of this Agreement. The Escrow
Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the
Accounts except as permitted by this Agreement.



     Section 1.2. Establishment of Accounts. The Escrow Agent hereby instructs the
Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on
Schedule I hereto and to establish such additional separate deposit accounts as may be required in
connection with the deposits contemplated by Section 2.4 hereof (each, an “Account”
and collectively, the “Accounts”), each in the name of the Escrow Agent and all on the
terms and conditions set forth in this Agreement. The Depositary shall establish and maintain all
Accounts at a branch of The Bank of New York Mellon located in the United States.



     SECTION 2. Deposit Mechanics.



     Section 2.1. Deposits. The Escrow Agent shall direct the Underwriters to deposit with
the Depositary on the date of this Agreement (the “Deposit Date”) in Federal (same day)
funds by wire transfer to: The Bank of New York Mellon, [                    ], and the Depositary shall
accept from the Underwriters, on behalf of the Escrow Agent, the sum of US$58,797,000. Upon
acceptance of such sum, the Depositary shall (i) establish each of the deposits specified
in Schedule I hereto maturing in accordance with this Agreement (together with any deposit made
pursuant to Section 2.4 hereof, individually, a “Deposit” and, collectively, the
“Deposits”) and (ii) credit each Deposit to the related Account as set forth
herein. No amount shall be deposited in any Account other than the related Deposit.



     Section 2.2. Interest. Each Deposit shall bear interest from and including the date
of deposit to but excluding the date of withdrawal (it being understood that the date of withdrawal
in the case of any payment by the Depositary of the amount of the Final Withdrawal (as defined
below) on the Outside Termination Date (as defined below) shall be deemed to be the date of such
payment) at the rate of 6.75% per annum (computed on the basis of a 360-day year of twelve 30-day
months) payable to the Paying Agent on behalf of the Escrow Agent in arrears



Deposit Agreement (Class B)

(2010-2B EETC)




2









 







on each Interest Payment Date (as defined below), on the date of any Final Withdrawal, on the
date of any Replacement Withdrawal (as defined below) or on the date of any Event of Loss
Withdrawal (as defined below), as applicable, all in accordance with the terms of this Agreement.
As used in this Agreement, the term “Interest Payment Date”, with respect to each Deposit
that, as of any date of determination, has not been withdrawn pursuant to a Final Withdrawal, a
Replacement Withdrawal, or an Event of Loss Withdrawal shall mean each of May 23 and November 23
commencing on May 23, 2011 and ending on the earlier of May 23 and November 23 immediately
following the date on which such Deposit is withdrawn pursuant to a Notice of Purchase Withdrawal
(as defined below); provided that interest accrued on any Deposit that is withdrawn
pursuant to a Notice of Purchase Withdrawal (defined below) shall be paid on the next Interest
Payment Date following the related Purchase Withdrawal, notwithstanding any intervening Final
Withdrawal or Event of Loss Withdrawal with respect to any other Deposit and notwithstanding the
fact that the relevant Account may have been closed before such Interest Payment Date, but, if any
intervening Replacement Withdrawal occurs before such next Interest Payment Date, such accrued
interest shall, instead, be paid on the date of such Replacement Withdrawal. All interest paid
pursuant to this Agreement shall be non-compounding.




     Section 2.3. Withdrawals.



          (a) Purchase Withdrawal. On and after the date seven days after the establishment of
any Deposit, the Escrow Agent may, by providing at least one Business Day’s prior notice of
withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase
Withdrawal”), withdraw the entire balance of such Deposit (but not any accrued and unpaid
interest thereon) (with respect to any Deposit, such withdrawal, the “Purchase
Withdrawal”), except that at any time prior to the actual withdrawal of such Deposit, the
Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, which notice has been
actually received by the Depositary prior to such actual withdrawal, cancel such withdrawal
(including on the scheduled date therefor), and thereafter such Deposit shall continue to be
maintained by the Depositary in accordance with the original terms thereof. Following the Purchase
Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the
Depositary shall close such Account. As used in this Agreement, “Business Day” shall mean
any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or
required by law to close in New York, New York, Atlanta, Georgia, Boston, Massachusetts or
Wilmington, Delaware. The Depositary may waive the foregoing requirement that any Deposit can only
be withdrawn on or after seven days after the establishment thereof, and may instead reserve the
right, upon at least 14 days’ prior written notice to Delta, the Escrow Agent and the Pass Through
Trustee, to require seven days’ notice for any withdrawal.




          (b) Final Withdrawal; Replacement Withdrawal; Event of Loss Withdrawal.




               (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the
Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw
(x) the entire amount of all of the remaining Deposits together with (y) all
accrued and unpaid interest on such Deposits to but excluding the specified date of such



Deposit Agreement (Class B)

(2010-2B EETC)




3









 







withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x)
and (y), the “Final Withdrawal”), on such date as shall be specified in such Notice of
Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or
before the Outside Termination Date (as defined below) and there are unwithdrawn Deposits on such
date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on the
Outside Termination Date. Following the Final Withdrawal of any Deposit, the balance in the
related Account shall be reduced to zero and the Depositary shall close such Account. As used in
this Agreement, the term “Outside Termination Date” shall mean October 31, 2011.




               (ii) The Escrow Agent may, by providing at least five Business Days’ prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement
Withdrawal”), withdraw (x) with respect to all Deposits then held by the Depositary,
(1) the entire amount of such Deposits together with (2) all accrued and unpaid
interest on such Deposits to but excluding the specified date of such Replacement Withdrawal (as
defined below) and (y) with respect to all Deposits, if any, previously withdrawn pursuant
to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but
excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts set forth
in the immediately preceding clauses (x) and (y), the “Replacement Withdrawal”), on such
date as shall be specified in such Notice of Replacement Withdrawal.



               (iii) On and after the date seven days after the establishment of any Deposit, the Escrow
Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form
of Exhibit D hereto (a “Notice of Event of Loss Withdrawal”), withdraw (x) the
entire balance of such Deposit together with (y) all accrued and unpaid interest on such
Deposit to but excluding the specified date of such withdrawal (with respect to any Deposit, such
withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the
“Event of Loss Withdrawal”), on such date as shall be specified in such Notice of Event of
Loss Withdrawal. Following such Event of Loss Withdrawal, the balance in the related Account shall
be reduced to zero and the Depositary shall close such Account. The Depositary may waive the
foregoing requirement that any Deposit can only be withdrawn on or after seven days after the
establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written
notice to Delta, the Escrow Agent and the Pass Through Trustee, to require seven days’ notice for
any withdrawal.



          (c) Compliance with Withdrawal Notices. If the Depositary receives a duly completed
Notice of Purchase Withdrawal, Notice of Final Withdrawal, Notice of Replacement Withdrawal or
Notice of Event of Loss Withdrawal (each, a “Withdrawal Notice”) complying with the
provisions of this Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement. Notwithstanding anything to the contrary contained in this
Agreement, in no event shall the Depositary be required, pursuant to any Withdrawal Notice or
otherwise, to make payments hereunder on or in respect of any Deposit in excess of the amount of
such Deposit together with accrued interest thereon as provided in this Agreement.




     Section 2.4. Other Accounts. On the date of withdrawal of any Deposit (other than the
date of any Final Withdrawal, Replacement Withdrawal or Event of Loss Withdrawal), the



Deposit Agreement (Class B)

(2010-2B EETC)




4









 







Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall re-deposit with
the Depositary any portion thereof not used to acquire Equipment Notes and the Depositary shall
accept the same for deposit hereunder. Any sums so received for deposit shall be established as a
new Deposit and credited to a new Account, all as more fully provided in Section 2.1
hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the
same force and effect as if such Deposit had been established on the Deposit Date except that such
Deposit may not be withdrawn prior to the date seven days after the establishment thereof. The
Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after
seven days after the establishment thereof, and may instead reserve the right, upon at least 14
days’ prior written notice to Delta, the Escrow Agent and the Pass Through Trustee, to require
seven days’ notice for any withdrawal.




     SECTION 3. Termination. This Agreement shall terminate on the fifth Business Day
after the later of the date on which (i) all of the Deposits shall have been withdrawn and
paid as provided herein without any re-deposit and (ii) all accrued and unpaid interest on
the Deposits shall have been paid as provided herein, but in no event prior to the date on which
the Depositary shall have performed in full its obligations hereunder.



     SECTION 4. Payments. All payments made by the Depositary hereunder shall be paid in
United States Dollars and immediately available funds by wire transfer (i) in the cases of
(w) accrued and unpaid interest on the Deposits payable under Section 2.2 hereof,
(x) any Final Withdrawal, (y) any Event of Loss Withdrawal or (z) accrued
and unpaid interest on all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase
Withdrawal, which interest is payable pursuant to a Notice of Replacement Withdrawal, directly to
the Paying Agent at [                    ], or to such other account as the Paying Agent may direct from
time to time in writing to the Depositary and the Escrow Agent, (ii) in the case of any
withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal, directly to or as
directed by the Pass Through Trustee as specified and in the manner provided in such Notice of
Purchase Withdrawal, and (iii) the case of any withdrawal of one or more Deposits then held
by the Depositary together with accrued and unpaid interest on such Deposits pursuant to a Notice
of Replacement Withdrawal, as directed by the Pass Through Trustee as specified and in the manner
provided in such Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights
of set-off, combination of accounts, right of retention or similar right (whether arising under
applicable law, contract or otherwise) it may have against the Deposits howsoever arising. To the
extent permitted by applicable law, all payments on or in respect of each Deposit shall be made
free and clear of and without reduction for or on account of any and all taxes, levies or other
impositions or charges (collectively, “Taxes”). However, if the Depositary shall be
required by law (or if the Paying Agent shall have notified the Depositary that, pursuant to
Section 2.04 of the Escrow and Paying Agent Agreement, the Paying Agent is required by law)
to deduct or withhold any Taxes from or in respect of any sum payable hereunder, the Depositary
shall (i) make, or cause to be made, such deductions or withholding and (ii) pay,
or cause to be paid, the full amount deducted or withheld to the competent taxation authority in
accordance with applicable law. If the date on which any payment due on any Deposit would
otherwise fall on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day, and no additional interest shall accrue in respect of such extension.



Deposit Agreement (Class B)

(2010-2B EETC)




5









 








     SECTION 5. Representation and Warranties. The Depositary hereby represents and
warrants to Delta, the Escrow Agent, the Pass Through Trustee and the Paying Agent that:




     (a) it is a New York banking corporation duly organized and validly existing in good
standing under the laws of its jurisdiction of organization;




     (b) it has full power, authority and legal right to conduct its business and operations
as currently conducted and to enter into and perform its obligations under this Agreement;




     (c) the execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of it and do not require any stockholder
approval, or approval or consent of any trustee or holder of any indebtedness or obligations
of it, and this Agreement has been duly executed and delivered by it and constitutes its
legal, valid and binding obligations enforceable against it in accordance with the terms
hereof;




     (d) no authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state governmental authority or regulatory body is
required for the execution, delivery or performance by it of this Agreement;




     (e) neither the execution, delivery or performance by it of this Agreement, nor
compliance with the terms and provisions hereof, conflicts or will conflict with or results
or will result in a breach or violation of any of the terms, conditions or provisions of, or
will require any consent or approval under, any law, governmental rule or regulation or the
charter documents, as amended, or bylaws, as amended, of it or any similar instrument
binding on it or any order, writ, injunction or decree of any court or governmental
authority against it or by which it or any of its properties is bound or of any indenture,
mortgage or contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default thereunder or
results or will result in the imposition of any lien upon any of its properties; and




     (f) there are no pending or, to its knowledge, threatened actions, suits,
investigations or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative agency (except,
in the case of the immediately following clause (i), as set forth in Part II, Item 1 —
Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the annual
period ended September 30, 2010 filed with the Securities and Exchange Commission) which, if
adversely determined, (i) would adversely affect the ability of it to perform its
obligations under this Agreement or (ii) would call into question or challenge the
validity of this Agreement or the enforceability hereof in accordance with the terms hereof,
nor is the Depositary in default with respect to any order of any court, governmental
authority, arbitration board or administrative agency so as to adversely affect its ability
to perform its obligations under this Agreement.



Deposit Agreement (Class B)

(2010-2B EETC)




6









 








     SECTION 6. Transfer. Neither party hereto shall be entitled to assign or otherwise
transfer this Agreement (or any interest herein) other than (i) in the case of the Escrow
Agent, to a successor escrow agent under, and in accordance with, the Escrow and Paying Agent
Agreement, and (ii) in the case of the Depositary, to a bank (as defined in the Securities
Act of 1933, as amended from time to time, for purposes of Section 3(a)(2) thereof) into which the
Depositary shall merge or with which the Depositary shall be consolidated. Any purported
assignment in violation of the immediately preceding sentence shall be void. This Agreement shall
be binding upon the parties hereto and their respective successors and (in the case of the Escrow
Agent) permitted assigns. The Depositary agrees to cause any bank into which the Depositary shall
merge or with which the Depositary shall be consolidated to deliver to the Escrow Agent an
agreement containing the express assumption by such successor bank as of the effective date of such
merger or consolidation, as applicable, of the due and punctual performance and observance of each
covenant and condition of this Agreement unless such assumption shall be effective as a matter of
law even in the absence of such agreement.



     SECTION 7. Amendment, Etc. This Agreement may not be amended, waived or otherwise
modified except by an instrument in writing signed by the party against whom the amendment, waiver
or other modification is sought to be enforced and by the Pass Through Trustee.



     SECTION 8. Notices. Unless otherwise expressly provided herein, any notice or other
communication under this 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. All notices shall be sent to (x) in the
case of the Depositary, The Bank of New York Mellon, 101 Barclay Street, Floor 8W, New York, New
York 10286, Attention: Corporate Finance, Mary Miselis, Vice President, Reference: Delta Air Lines
2010-2B EETC (Telephone: (212) 815-4812; Telecopier: (212) 815-5704, or (y) in the case of
the Escrow Agent, U.S. Bank National Association, One Federal Street, 3rd Floor, Mail
Code EX-MA-FED, Boston, Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention:
Corporate Trust Services (Telephone: (617) 603-6553; Telecopier: (617) 603-6683), in each case,
with a copy to the Pass Through Trustee, U.S. Bank Trust National Association, 300 Delaware Avenue,
9th Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Reference: Delta Air Lines
2010-2B EETC, Attention: Corporate Trust Services (Telephone: (302) 576-3703; Telecopier: (302)
576-3717) and to Delta, Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia, 30354,
Attention: Treasurer, Dept. 856 (Telecopier: (404) 773-7345; with a copy to General Counsel at
the same address, but Dept. 971 Telecopier: (404) 715-7882) (or at such other address as any such
party may specify from time to time in a written notice to the parties hereto). On or prior to the
execution of this Agreement, the Escrow Agent has delivered to the Depositary a certificate
containing specimen signatures of the representatives of the Escrow Agent who are authorized to
give notices and instructions with respect to this Agreement. The Depositary may conclusively rely
on such certificate until the Depositary receives written notice from the Escrow Agent to the
contrary.



     SECTION 9. Obligations Unconditional. The Depositary hereby acknowledges and agrees
that its obligation to repay each Deposit together with interest thereon as provided herein



Deposit Agreement (Class B)

(2010-2B EETC)




7









 







is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the
Depositary enforceable against it to the full extent of all of its assets and properties.




     SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets
forth all of the promises, covenants, agreements, conditions and understandings between the
Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements and undertakings, inducements or conditions, express or implied,
oral or written.



     SECTION 11. Governing Law. This Agreement, and the rights and obligations of the
Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed
in accordance with, the law of the State of New York and subject to the provisions of Regulation D
of the Board of Governors of the Federal Reserve System (or any successor), as the same may be
modified and supplemented and in effect from time to time.



     SECTION 12. Submission to Jurisdiction in New York. Each of the parties hereto, to
the extent it may do so under applicable law, 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 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.



     SECTION 13. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT
ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO
A TRIAL BY JURY.



     SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one instrument.



     SECTION 15. Rights of Receiptholders. The Depositary acknowledges that, if the
Depositary shall fail to pay when due hereunder any interest on the Deposits or to pay when due
hereunder any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal, each
Receiptholder (as defined below) shall have the right (individually and without the need for any
other action of any person, including the Escrow Agent or any other Receiptholder) to claim
directly against the Depositary, by making a demand to the Depositary or by bringing suit to
enforce any rights the Escrow Agent may have under this Agreement, in respect of amounts that would
have been distributed to such Receiptholder pursuant to the Escrow and Paying Agent Agreement, and
that any such claim shall not be subject to defenses that the Depositary may have against the
Escrow Agent. As used in this Agreement, the term



Deposit Agreement (Class B)

(2010-2B EETC)




8









 







“Receiptholder” shall have the meaning assigned to such term in the Escrow and Paying
Agent Agreement.




     SECTION 16. Limitation on Damages. In no event shall the Depositary be responsible or
liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit, whether or not foreseeable) suffered by the Escrow
Agent or any of the Receiptholders in connection with this Agreement or the transactions
contemplated or any relationships established by this Agreement irrespective of whether the
Depositary has been advised of the likelihood of such loss or damage and regardless of the form of
action.



[Signature Pages Follow.]




Deposit Agreement (Class B)

(2010-2B EETC)






9









 








     IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement
(Class B) to be duly executed as of the day and year first above written.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Escrow Agent

 	 
	 	By:  	/s/ John G. Correia
 	 
	 	 	Name:  	John G. Correia 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON,

    as Depositary

 	 
	 	By:  	/s/ Beata Harvin
 	 
	 	 	Name:  	Beata Harvin  	 
	 	 	Title:  	Vice President 	 
	 



Signature Page




Deposit Agreement (Class B)

(2010-2B EETC)







 









 








SCHEDULE I to

DEPOSIT AGREEMENT




SCHEDULE OF DEPOSITS




CLASS B



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Deposit	 	 	 	 	 
	Aircraft Type	 	Reg. No.	 	Amount	 	 	Account No.	 	Account Name
	Boeing 737-832
	 	N3731T	 	$	3,819,000	 	 	[                    ]	 	[                    ]
	Boeing 737-832
	 	N3732J	 	 	3,818,000	 	 	[                    ]	 	[                    ]
	Boeing 737-832
	 	N3733Z	 	 	3,835,000	 	 	[                    ]	 	[                    ]
	Boeing 737-832
	 	N3734B	 	 	3,802,000	 	 	[                    ]	 	[                    ]
	Boeing 737-832
	 	N3735D	 	 	3,808,000	 	 	[                    ]	 	[                    ]
	Boeing 737-832
	 	N3736C	 	 	3,851,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N544US	 	 	2,575,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N545US	 	 	2,612,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N546US	 	 	2,580,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N547US	 	 	2,631,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N548US	 	 	2,635,000	 	 	[                    ]	 	[                    ]
	Boeing 757-251
	 	N549US	 	 	2,638,000	 	 	[                    ]	 	[                    ]
	Boeing 757-232
	 	N6716C	 	 	3,010,000	 	 	[                    ]	 	[                    ]
	Boeing 767-332ER
	 	N1608  	 	 	5,718,000	 	 	[                    ]	 	[                    ]
	Boeing 767-332ER
	 	N1609  	 	 	5,735,000	 	 	[                    ]	 	[                    ]
	Boeing 767-332ER
	 	N1610D	 	 	5,730,000	 	 	[                    ]	 	[                    ]






Deposit Agreement (Class B)

(2010-2B EETC)









 









 








EXHIBIT A to

DEPOSIT AGREEMENT




FORM OF NOTICE OF PURCHASE WITHDRAWAL




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 2010-2B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (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, $[l], Account No. [l].




          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 [ __ ]]1 on [__________], 2011, 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 [__________ __, 2011]






 




			
	1	 	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.





Deposit Agreement (Class B)

(2010-2B EETC)






 









 








EXHIBIT B to

DEPOSIT AGREEMENT




FORM OF NOTICE OF FINAL WITHDRAWAL




NOTICE OF FINAL 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 2010-2B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (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(b)(i) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of (x) the entire amount of all of the remaining Deposits together
with (y) all accrued and unpaid interest on such Deposits to but excluding [____________],
2011.




          The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and
accrued and unpaid interest thereon on
[____________],
2011 to the Paying Agent at [ __  ].




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATON,

    as Escrow Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 2011]




Deposit Agreement (Class B)

(2010-2B EETC)









 









 









     EXHIBIT C 
to


DEPOSIT AGREEMENT



FORM OF NOTICE OF REPLACEMENT WITHDRAWAL




NOTICE OF REPLACEMENT 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 2010-2B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704




          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (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(b)(ii) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the following: (x) with respect to all Deposits currently held
by the Depositary, (1) the entire amount of such Deposits together with (2) all
accrued and unpaid interest on such Deposits to but excluding [____________], 2011 and (y)
with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase
Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the
applicable Purchase Withdrawal.




          The undersigned hereby directs the Depositary to pay on [____________], 2011 (i) the
amount requested to be withdrawn pursuant to clause (x) above to [name and account details of the
replacement depositary], Reference: Delta Air Lines 2010-2B EETC; and (ii) the amount
requested to be withdrawn pursuant to clause (y) above to the
Paying Agent at [__].




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Escrow Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: As of [__________ __, 2011]





     Deposit Agreement (Class B)


(2010-2B EETC)



 









 





EXHIBIT D to

DEPOSIT AGREEMENT




FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL




NOTICE OF EVENT OF LOSS 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 2010-2B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704




          Reference is made to the Deposit Agreement (Class B) dated as of February 14, 2011 (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(b)(iii) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of the Deposit, $[_________], Account No.
[__________], relating to the aircraft bearing U.S. registration number N[_____], together with the
payment of all accrued and unpaid interest on such Deposits to but excluding [____________], 2011.




          The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and
accrued and unpaid interest thereon on
[____________],
2011 to the Paying Agent at [__  ].




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Escrow Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 2011]




Deposit Agreement (Class B)

(2010-2B EETC)