exv4w2






Exhibit 4.2




EXECUTION VERSION




TRUST SUPPLEMENT NO. 2010-1B




Dated as of February 14, 2011



between



DELTA AIR LINES, INC.



and



U.S. BANK TRUST NATIONAL ASSOCIATION,



as Trustee,



To



PASS THROUGH TRUST AGREEMENT

Dated as of November 16, 2000



Delta Air Lines Pass Through Trust 2010-1B

Delta Air Lines Pass Through Certificates,

Series 2010-1B



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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	Section 1.01 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II DECLARATION OF TRUST
	 	 	8	 
	Section 2.01 Declaration of Trust
	 	 	8	 
	Section 2.02 Permitted Activities
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III THE CERTIFICATES
	 	 	8	 
	Section 3.01 The Certificates
	 	 	8	 
	Section 3.02 Terms and Conditions
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES
	 	 	10	 
	Section 4.01 Issuance of Class B Certificates
	 	 	10	 
	Section 4.02 Legends
	 	 	11	 
	Section 4.03 Book-Entry Provisions for Global Certificates
	 	 	11	 
	 
	 	 	 	 
	ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS
	 	 	13	 
	Section 5.01 Statements to Certificateholders
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI DEFAULT
	 	 	14	 
	Section 6.01 Purchase Rights of Certificateholders
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII THE TRUSTEE
	 	 	15	 
	Section 7.01 Delivery of Documents; Delivery Dates
	 	 	15	 
	Section 7.02 [Reserved]
	 	 	16	 
	Section 7.03 The Trustee
	 	 	16	 
	Section 7.04 Representations and Warranties of the Trustee
	 	 	16	 
	Section 7.05 Trustee Liens
	 	 	17	 
	 
	 	 	 	 
	ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
	 	 	17	 
	Section 8.01 Amendment of Section 5.02 of the Basic Agreement
	 	 	17	 
	Section 8.02 Supplemental Agreements Without Consent of Class B
Certificateholders
	 	 	18	 
	Section 8.03 Supplemental Agreements with Consent of Class B Certificateholders
	 	 	18	 
	Section 8.04 Consent of Holders of Certificates Issued under Other Trusts
	 	 	19	 
	Section 8.05 Amendment of Section 7.12(c) of the Basic Agreement
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IX TRANSFER OF CLASS B CERTIFICATES
	 	 	19	 
	Section 9.01 Restrictive Legends
	 	 	19	 
	Section 9.02 Amendment of Section 3.04 of the Basic Agreement
	 	 	19	 
	Section 9.03 Transfer and Exchange
	 	 	19	 
	Section 9.04 Special Transfer Provisions
	 	 	20	 






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	 	 	Page	 
	ARTICLE X MISCELLANEOUS PROVISIONS
	 	 	22	 
	Section 10.01 Final Termination Date
	 	 	22	 
	Section 10.02 Basic Agreement Ratified
	 	 	22	 
	Section 10.03 Governing Law
	 	 	22	 
	Section 10.04 Counterparts
	 	 	22	 
	Section 10.05 Intention of Parties
	 	 	22	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	Exhibit A  —  Form of Certificate
	 	 	 	 
	Exhibit B  —  DTC Letter of Representations
	 	 	 	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	Schedule I  —  Series B Equipment Notes, Principal Amounts, Maturities and Aircraft
	 	 	 	 






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TRUST SUPPLEMENT NO. 2010-1B




          This TRUST SUPPLEMENT NO. 2010-1B, dated as of February 14, 2011 (as amended from time to
time, the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with
any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or
“Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor
trustee (together with any successor in interest and any successor or other trustee appointed as
provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of
November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in
interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic
Agreement”).




W I T N E S S E T H:



          WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face amount of
Certificates that may be issued and authenticated thereunder, has heretofore been executed and
delivered;




          WHEREAS, Delta is the owner of the 24 aircraft described in Schedule I hereto (the
“Aircraft”);




          WHEREAS, Delta has issued the Class A Certificates on July 2, 2010 in order to finance the
Aircraft pursuant to the NPA;




          WHEREAS, Delta has issued a Series A Equipment Note pursuant to the Indenture related to each
Aircraft and wishes to issue a Series B Equipment Note pursuant to each such Indenture (as amended
by the related Indenture Amendment);




          WHEREAS, the Trustee shall hereby declare the creation of the Class B Trust (as defined below)
for the benefit of Holders of the Class B Certificates (as defined below) to be issued in respect
of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such
Class B Trust, by their respective acceptances of the Class B Certificates, shall join in the
creation of the Class B Trust with the Trustee;




          WHEREAS, all Certificates to be issued by the Class B Trust will evidence Fractional Undivided
Interests in the Class B Trust and will have no rights, benefits or interests in respect of any
other separate Trust or the property held therein;




          WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as supplemented by this
Trust Supplement, and the PA Amendments, the Trustee on behalf of the Class B Trust shall on the
date hereof purchase the Series B Equipment Notes related to all of the Aircraft and issued by the
Company pursuant to the Indentures having the identical interest rate as, and final maturity dates
not later than the final Regular Distribution Date of, the Class B Certificates issued hereunder
and shall hold such Series B Equipment Notes in trust for the benefit of the Class B
Certificateholders;




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          WHEREAS, pursuant to the terms and conditions of the Intercreditor Agreement referred to in
Section 3.02(i) hereof, the Trustee and the other parties thereto will agree to the terms of
subordination set forth therein;




          WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement, when
duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and
for the purposes herein expressed, have been done, performed and fulfilled, and the execution and
delivery of this Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;




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




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




ARTICLE I




DEFINITIONS



          Section 1.01 Definitions. Unless otherwise specified herein or the context otherwise
requires, capitalized terms used but not defined herein, including in the recitals hereto, shall
have the respective meanings set forth, and shall be construed and interpreted in the manner
described, in the Basic Agreement. As used herein, the term “Agreement” shall mean the Basic
Agreement, as supplemented by this Trust Supplement. For all purposes of the Basic Agreement as
supplemented by this Trust Supplement, the following capitalized terms have the following meanings
(any term used herein which is defined in both this Trust Supplement and the Basic Agreement shall
have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as
supplemented by this Trust Supplement).





     Affiliate: Has the meaning specified in the Intercreditor Agreement.




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




     Aircraft: Has the meaning specified in the recitals hereto.




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




     Business Day: Has the meaning specified in the Intercreditor Agreement.




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




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



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




     Class: Has the meaning specified in the Intercreditor Agreement.




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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



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




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




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




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




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




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




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




     Holder: Means a Certificateholder.




     ICA Amendment: Means Amendment No. 1 to the Intercreditor Agreement, dated as
of the date hereof, among the Company, the Trustee, the Class A Trustee, the Class A
Liquidity Provider, the Class B Liquidity Provider and the Subordination Agent.




     Indenture: Has the meaning specified in the Intercreditor Agreement.




     Indenture Amendment: Means, with respect to each Indenture, the First
Amendment thereto, dated as of the date hereof, between the Company and the Loan Trustee.




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




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




     Issuance Date: Has the meaning specified in Section 7.01(a) of this Trust
Supplement.




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




     Loan Trustee: Means, with respect to any Indenture, the bank, trust company or
other financial institution designated as loan trustee thereunder, and any successor to such
loan trustee.




     Note Documents: Means, collectively, the Participation Agreements, the
Indentures, each Indenture Supplement (as defined in any Indenture), each Manufacturer’s
Consent (as defined in any Indenture) and the Equipment Notes.



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     NPA: Means the Note Purchase Agreement dated as of July 2, 2010 among the
Class A Trustee, the Company, U.S. Bank, National Association, as escrow agent, U.S. Bank
Trust National Association, as escrow paying agent, and the Subordination Agent, providing
for, among other things, the purchase of Series A Equipment Notes by the Class A Trustee on
behalf of the Class A Trust, as the same may be amended, supplemented or otherwise modified
from time to time, in accordance with its terms.




     NPA Joinder: Means the Joinder Agreement, dated as of the date hereof, by U.S.
Bank Trust National Association, as Trustee, in favor of Delta, the Class A Trustee, the
Subordination Agent, the Escrow Agent (as defined in the NPA) and the Paying Agent (as
defined in the NPA).




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




     Other Agreements: Means (i) the Class A Trust Agreement and (ii) the Basic
Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement) relating
to any Refinancing Trust.




     Other Trustees: Means the trustees under the Other Agreements, and any
successor or other trustee appointed as provided therein.




     Other Trusts: Means the Class A Trust or any Refinancing Trust, if any, in
each case created by the applicable Other Agreement.




     PA Amendment: Means, with respect to each Participation Agreement, the First
Amendment thereto, dated as of the date hereof, among the initial parties to such
Participation Agreement and the Trustee.




     Participation Agreement: Has the meaning specified in the Intercreditor
Agreement.




     Paying Agent: Means, with respect to the Class B Certificates, the paying
agent maintained and appointed for such Class B Certificates pursuant to Section 7.12 of the
Basic Agreement.




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




     Plan: Means a retirement plan or other employee benefit plan or arrangement,
including for this purpose an individual retirement account, annuity or Keogh plan, that is
subject to Title I of ERISA or Section 4975 of the Code, or such a plan or arrangement which
is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and
Section 4975 of the Code but subject to a Similar Law.




     Pool Balance: Means, as of any date, (i) the original aggregate face amount of
the Class B Certificates less (ii) the aggregate amount of all distributions made as of such



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date in respect of the Class B Certificates other than distributions made in respect of
interest or Premium or reimbursement of any costs or expenses incurred in connection
therewith. The Pool Balance as of any date shall be computed after giving effect to the
payment of principal, if any, of the Series B Equipment Notes or payment with respect to
other Trust Property and the distribution thereof to be made on such date.





     Pool Factor: Means, as of any Distribution Date, the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original
aggregate face amount of the Class B Certificates. The Pool Factor as of any Distribution
Date shall be computed after giving effect to payment of principal, if any, of the Series B
Equipment Notes or payment with respect to other Trust Property and the distribution thereof
to be made on that date.




     Premium: Has the meaning specified in the Intercreditor Agreement.




     Prospectus Supplement: Means the final prospectus supplement dated February 7,
2011, relating to the offering of the Class B Certificates.




     QIB: Means a “qualified institutional buyer” as defined in Rule 144A.




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




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




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




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




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




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




     Register: Has the meaning specified in Section 9.03 of this Trust Supplement.




     Registrar: Has the meaning specified in Section 9.03 of this Trust Supplement.




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




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




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



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     Responsible Officer: Has the meaning specified in the Intercreditor Agreement.




     Restrictive Legend: Has the meaning specified in Section 9.01 of this Trust
Supplement.




     Rule 144A: Means Rule 144A under the Securities Act and any successor rule
thereto.




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




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




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




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




     Similar Law: Means a foreign, federal, state, or local law which is
substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code.




     Special Distribution Date: Means, with respect to the Class B Certificates,
each date on which a Special Payment is to be distributed as specified in this Agreement.




     Special Payment: Means any payment (other than a Scheduled Payment) in respect
of, or any proceeds of, any Equipment Note or the Collateral (as defined in any Indenture).




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




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




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




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




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




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




     Trust Property: Means (i) subject to the Intercreditor Agreement, the Series B
Equipment Notes held as the property of the Class B Trust, all monies at any time paid
thereon and all monies due and to become due thereunder, (ii) funds from time to time
deposited in the Certificate Account and the Special Payments Account and, subject to the
Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI of
the Basic Agreement of any Equipment Notes and (iii) all rights of the



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Class B Trust and the Trustee, on behalf of the Class B Trust, under the Intercreditor
Agreement, the NPA and the Class B Liquidity Facility, including, without limitation, all
rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf
of the Class B Trust pursuant to the Intercreditor Agreement or the Class B Liquidity
Facility.





     Trust Supplement: Has the meaning specified in the preamble hereto.




     Underwriters: Means Goldman, Sachs & Co., Deutsche Bank Securities Inc. and
Morgan Stanley & Co. Incorporated.




     Underwriting Agreement: Means the Underwriting Agreement, dated February 7,
2011, among the Underwriters and the Company, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.



ARTICLE II




DECLARATION OF TRUST



          Section 2.01 Declaration of Trust. The Trustee hereby declares the creation of a
Trust, designated the “Delta Air Lines Pass Through Trust 2010-1B” (the “Class B Trust”), for the
benefit of the Holders of the Class B Certificates to be issued in respect of such Class B Trust,
and the initial Holders of the Class B Certificates, as grantors of such Class B Trust, by their
respective acceptances of the Class B Certificates, join in the creation of such Class B Trust with
the Trustee. The Trustee, by the execution and delivery of this Trust Supplement, acknowledges its
acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to
Section 7.01(b) of this Trust Supplement and the PA Amendments and the Trustee will hold such
right, title and interest for the benefit of all present and future Holders of the Class B
Certificates, upon the trusts set forth in the Basic Agreement and this Trust Supplement. The
provisions of this Section 2.01 supersede and replace the provisions of Sections 2.03 of the Basic
Agreement, with respect to the Class B Trust.




          Section 2.02 Permitted Activities. The Class B Trust may only engage in the
transactions contemplated by the Operative Agreements, subject to Section 10.05 of this Trust
Supplement.




ARTICLE III




THE CERTIFICATES



          Section 3.01 The Certificates. There is hereby created a series of Certificates to be
issued under this Agreement designated as “Delta Air Lines Pass Through Certificates, Series
2010-1B” (the “Class B Certificates”). Each Class B Certificate represents a Fractional Undivided
Interest in the Class B Trust created hereby. The Class B Certificates shall be the only
instruments evidencing a Fractional Undivided Interest in the Class B Trust. The Class B
Certificates do not represent indebtedness of the Class B Trust, and references herein to interest
accruing on the Class B Certificates are included for purposes of computation only.




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          Section 3.02 Terms and Conditions. The terms and conditions applicable to the Class B
Certificates and the Class B Trust are as follows:




          (a) The aggregate face amount of the Class B Certificates that may be authenticated and
delivered under this Agreement (except for Class B Certificates authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Class B Certificates pursuant
to Sections 3.03, 3.05 and 3.06 of the Basic Agreement and Sections 4.03, 9.03 and 9.04 of this
Trust Supplement) is $100,447,000.




          (b) [Reserved].




          (c) The distribution dates with respect to any payment of Scheduled Payments (each such
distribution date, a “Regular Distribution Date”) shall be January 2 and July 2 of each year,
commencing on July 2, 2011, until payment of all of the Scheduled Payments to be made under the
Equipment Notes has been made; provided, however, that, if any such day shall not
be a Business Day, the related distribution shall be made on the next succeeding Business Day
without additional interest. The principal amount of each Series B Equipment Note to be held by
the Class B Trust is scheduled to be paid in full on January 2, 2016.




          (d) The Special Distribution Date with respect to the Class B Certificates means any Business
Day on which a Special Payment is to be distributed pursuant to this Agreement.




          (e) [Reserved].




          (f) The Class B Certificates shall be in the form attached hereto as Exhibit A, shall be
Book-Entry Certificates (subject to Section 3.05(d) of the Basic Agreement and Section 4.03 and
Article IX of this Trust Supplement), and shall be subject to the conditions set forth in the
Letter of Representations between the Class B Trust and The Depository Trust Company and any
successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto as Exhibit B.




          (g) The proceeds of the offering of Class B Certificates issued by the Class B Trust shall be
used by the Trustee in accordance with the PA Amendments to acquire on the date hereof the Series B
Equipment Notes described in Schedule I to each Indenture Amendment.




          (h) Any Person acquiring or accepting a Class B Certificate or an interest therein will, by
such acquisition or acceptance, be deemed to represent and warrant to the Company, the Loan
Trustees and the Trustee that either (i) no assets of a Plan or any trust established with respect
to a Plan have been used to purchase Class B Certificates or an interest therein or (ii) the
purchase and holding of Class B Certificates or interests therein by such Person is exempt from the
prohibited transaction restrictions of ERISA and the Code or materially similar provisions of
Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions.




          (i) The Class B Certificates will be subject to the following Intercreditor Agreement (and to
the extent the terms thereof (including the definitions of defined terms) are inconsistent with the
terms of this Agreement, such Intercreditor Agreement shall control): that certain Intercreditor
Agreement, dated as of July 2, 2010, among U.S. Bank Trust National




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Association, as Class A
Trustee, Natixis S.A., acting via its New York Branch, as Class A
Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent
thereunder (as amended by the ICA Amendment and as may be further amended, supplemented or
otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”).
Under Article VI hereof, the Class B Certificateholders shall have the rights upon the occurrence
of a Certificate Buy-Out Event set forth therein. The Trustee and, by acceptance of any Class B
Certificate, each Certificateholder thereof, agrees to be bound by all of the provisions of the
Intercreditor Agreement, including the subordination provisions of Section 9.09 thereof.




          (j) The Class B Certificates will have the benefit of the following liquidity facility: that
certain Revolving Credit Agreement (2010-1B), dated as of the date hereof, between U.S. Bank Trust
National Association, as Subordination Agent under the Intercreditor Agreement, as agent and
trustee for the Class B Trust, and the Class B Liquidity Provider.




          (k) [Reserved].




          (l) The Responsible Party is the Company.




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




ARTICLE IV




ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES



          Section 4.01 Issuance of Class B Certificates. (a) The Class B Certificates will be
issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral
multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral
multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different
denomination. Each Class B Certificate shall be dated the date of its authentication.




          (b) The Class B Certificates shall be issued initially in the form of one or more global
Certificates in definitive, fully registered form without interest coupons, substantially in the
form of Exhibit A hereto (each, a “Global Certificate”), duly executed and authenticated by the
Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a
nominee for DTC for credit to the account of members of, or participants in, DTC (“DTC
Participants”) or to the account of indirect participants that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly (“Indirect
Participants”), and will be deposited with the Trustee, as custodian for DTC. The aggregate
principal amount of a Global Certificate may from time to time be decreased by adjustments made on
the records of DTC or its nominee, or of the Trustee, as custodian for DTC or its nominee, as
hereinafter provided.




          (c) [Reserved]




          (d) [Reserved]




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





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




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




     (b) Each Class B Certificate shall bear the following legend on the face thereof:




BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A
PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS
CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS OF
SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE
MEANINGS SPECIFIED IN THE AGREEMENT.



          Section 4.03 Book-Entry Provisions for Global Certificates. (a) DTC Participants
shall have no rights under this Agreement with respect to any Global Certificate held on their
behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent
of the Trustee as the absolute owner of such Global Certificate for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee
from giving effect to any written certification, proxy or other authorization furnished by DTC or
shall impair, as between DTC and its DTC Participants, the operation of customary practices
governing the exercise of the rights of a holder of any Class B Certificate.





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Upon the issuance of any Global Certificate, the Registrar or its duly appointed agent shall
record a nominee of DTC as the registered holder of such Global Certificate.




          (b) Transfers of any Global Certificate shall be limited to transfers of such Global
Certificate in whole, but not in part, to nominees of DTC, its successor or such successor’s
nominees. Beneficial interests in Global Certificates may be transferred in accordance with the
rules and procedures of DTC and the provisions of Section 4.02 and Article IX of this Trust
Supplement. Beneficial interests in Global Certificates shall be delivered to all beneficial
owners thereof in the form of Definitive Certificates, if (i) DTC notifies the Trustee in writing
that it is no longer willing or able to discharge properly its responsibilities as depositary for
the Global Certificates, and a successor depositary is not appointed by the Trustee within 90 days
of such notice, (ii) the Company, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through DTC or (iii) after the occurrence and during the
continuance of an Event of Default, Class B Certificateholders with Fractional Undivided Interests
aggregating not less than a majority in interest in the Class B Trust advise the Trustee, the
Company and DTC through DTC Participants in writing that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the Class B Certificateholders’ best
interests. Neither the Company nor the Trustee shall be liable if the Company or the Trustee is
unable to locate a qualified successor clearing system.




          (c) [Reserved]




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




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




          (f) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying Agent shall have
any responsibility or liability for: (i) any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Global Certificates, (ii) maintaining, supervising
or reviewing any records relating to such beneficial ownership interests or (iii) the performance
by DTC, any DTC Participant or any Indirect Participant of their respective





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obligations under the rules, regulations and procedures creating and affecting DTC and its
operation or any other statutory, regulatory, contractual or customary procedures governing their
obligations.




ARTICLE V




DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS



          Section 5.01 Statements to Certificateholders. (a) On each Regular Distribution Date
and Special Distribution Date, the Trustee will include with each distribution to the Class B
Certificateholders a statement, giving effect to the distribution to be made on such Regular
Distribution Date or Special Distribution Date, setting forth the following information (per $1,000
aggregate face amount of Class B Certificates as to (ii) and (iii) below):





     (i) the aggregate amount of funds distributed on such Distribution Date under this
Agreement, indicating the amount, if any, allocable to each source (including any portion
thereof paid by the Class B Liquidity Provider);




     (ii) the amount of such distribution under this Agreement allocable to principal and
the amount allocable to Premium (if any);




     (iii) the amount of such distribution under this Agreement allocable to interest
(including any portion thereof paid by the Class B Liquidity Provider); and




     (iv) the Pool Balance and the Pool Factor.



          With respect to the Class B Certificates registered in the name of DTC or its nominee, on the
Record Date prior to each Regular Distribution Date and Special Distribution Date, the Trustee will
request that such Clearing Agency post on its Internet bulletin board a securities position listing
setting forth the names of all the DTC Participants reflected on DTC’s books as holding interests
in the Class B Certificates on such Record Date. On each Regular Distribution Date and Special
Distribution Date, the Trustee will mail to each such DTC Participant whose name has been provided
by DTC the statement described above and will make available additional copies as requested by such
DTC Participants for forwarding to holders of interests in the Class B Certificates.




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





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the Trustee to such DTC Participants to be available for forwarding by such DTC Participants
to the holders of interests in the Class B Certificates.




          (c) Promptly following the date of any early redemption or purchase of, or any default in the
payment of principal or interest of, any of the Series B Equipment Notes held in the Class B Trust,
the Trustee shall furnish to Class B Certificateholders of record on such date a statement setting
forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following such
date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected
principal distribution schedule of the Series B Equipment Notes, in the aggregate, held as Trust
Property at the date of such notice. The Trustee will mail to each such DTC Participant the
statement described above and will make available additional copies as requested by such DTC
Participant for forwarding to holders of interests in the Class B Certificates.




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




ARTICLE VI




DEFAULT



          Section 6.01 Purchase Rights of Certificateholders. (a) At any time after the
occurrence and during the continuation of a Certificate Buy-Out Event, each Class B
Certificateholder (other than the Company or any of its Affiliates) shall have the right to
purchase, at the purchase price set forth in the Class A Trust Agreement, all, but not less than
all, of the Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee,
the Class A Trustee and each other Class B Certificateholder, on the third Business Day following
the expiration of such ten-day notice period, provided that (A) if prior to the end of such ten-day
period any other Class B Certificateholder(s) (other than the Company or any of its Affiliates)
notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s)
want(s) to participate in such purchase, then such other Class B Certificateholder(s) may join with
the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class A
Certificates pro rata based on the Fractional Undivided Interest in the Class B Trust held by each
such Class B Certificateholder and (B) upon consummation of such purchase no Class B
Certificateholder shall have a right to purchase the Class A Certificates pursuant to this Section
6.01(a) during the continuance of such Certificate Buy-Out Event.




          (b) By its acceptance of its Class B Certificate, each Class B Certificateholder agrees that
at any time after the occurrence and during the continuation of a Certificate Buy-Out Event, if any
Refinancing Certificates are issued, each Refinancing Certificateholder shall have the same right
(subject to the same terms and conditions) to purchase Class A Certificates pursuant to this
Section 6.01 (and to receive notice in connection therewith) as the Class B Certificateholders.




          (c) This Section 6.01 supplements and, to the extent inconsistent with any provision of
Section 6.01(d) of the Basic Agreement, replaces the provisions of Section 6.01(d) of the Basic
Agreement. Notwithstanding anything to the contrary set forth herein or in any





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




ARTICLE VII




THE TRUSTEE



          Section 7.01 Delivery of Documents; Delivery Dates. (a) The Trustee is hereby
directed (i) to execute and deliver the ICA Amendment, the NPA Joinder and the PA Amendments on or
prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each
in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms
thereof, to perform its obligations under the Intercreditor Agreement, the NPA, the NPA Joinder and
the Participation Agreements. Upon request of the Company and the satisfaction or waiver of the
closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Class B Certificates in authorized denominations equaling in the
aggregate the amount set forth, with respect to the Class B Trust, in Schedule I to the
Underwriting Agreement evidencing the entire ownership interest in the Class B Trust, which amount
equals the maximum aggregate principal amount of Series B Equipment Notes to be purchased on the
date hereof pursuant to the PA Amendments. Except as provided in Sections 3.03, 3.05 and 3.06 of
the Basic Agreement or Sections 4.03, 9.03 or 9.04 of this Trust Supplement, the Trustee shall not
execute, authenticate or deliver Class B Certificates in excess of the aggregate amount specified
in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three
sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of
the Basic Agreement, with respect to the Class B Trust.




          (b) On the Issuance Date, upon satisfaction of the conditions set forth in each PA Amendment,
the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder. The purchase
price of each Series B Equipment Note shall equal the principal amount of such Series B Equipment
Note. No provisions of the Basic Agreement relating to Postponed Notes shall apply to the Class B
Trust.




          (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded
and replaced in its entirety with the following: “The Trustee shall establish and maintain on
behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The
Trustee shall hold the Special Payments Account in trust for the benefit of the Class B
Certificateholders and shall make or permit withdrawals therefrom only as provided in the Agreement
or the Intercreditor Agreement. On each day when one or more Special Payments





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are made to the
Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof,
shall immediately deposit the aggregate amount of such Special Payments in the Special
Payments Account.”




          (d) With respect to the Class B Trust, the second sentence of Section 4.02(c) of the Basic
Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject
to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of
Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15
days prior to the Special Distribution Date for the Special Payment resulting from such redemption
or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and
(ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as
soon as practicable after the Trustee has confirmed that it has received funds for such Special
Payment and shall state the Special Distribution date for such Special Payment, which shall occur
15 days after the date of such notice of Special Payment or (if such 15th day is not practicable)
as soon as practicable thereafter.”




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




          Section 7.02 [Reserved].




          Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust Supplement and
Section 7.15 of the Basic Agreement, the Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Trust Supplement, the Intercreditor
Agreement or the NPA or the due execution hereof or thereof by the Company or the other parties
thereto (other than the Trustee), or for or in respect of the recitals and statements contained
herein or therein, all of which recitals and statements are made solely by the Company or the other
parties thereto (other than the Trustee), except that the Trustee hereby represents and warrants
that each of this Trust Supplement, the Basic Agreement, each Class B Certificate, the
Intercreditor Agreement and the NPA Joinder has been executed and delivered by one of its officers
who is duly authorized to execute and deliver such document on its behalf.




          (b) The Trustee shall at all times be a bank or trust company, organized and doing business
under the laws of the United States or any state thereof, a substantial part of the business of
which consists of (i) receiving deposits and making loans or (ii) exercising fiduciary powers
similar to those permitted to national banks by the Comptroller of the Currency, and which is
subject to supervision and examination by state or federal authority having supervision over
banking institutions.




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




          (a) the Trustee (i) has full power, authority and legal right to (x) execute, deliver and
perform this Trust Supplement, the Intercreditor Agreement, the NPA Joinder and the Note Documents
to which it is or is to become a party and (y) perform the NPA and (ii) has taken all




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necessary
action to authorize such execution, delivery and performance by it of this Trust
Supplement, the Intercreditor Agreement, the NPA, the NPA Joinder and the Note Documents to
which it is or is to become a party;




          (b) the (i) execution, delivery and performance by the Trustee of this Trust Supplement, the
Intercreditor Agreement, the NPA Joinder and the Note Documents to which it is or is to become a
party and (ii) the performance by the Trustee of the NPA (x) will not violate any provision of any
United States federal law or the law of the state of the United States where it is located
governing the banking and trust powers of the Trustee or any order, writ, judgment, or decree of
any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (y)
will not violate any provision of the articles of association or by-laws of the Trustee, and (z)
will not violate any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of any lien on any properties included in
the Trust Property pursuant to the provisions of, any mortgage, indenture, contract, agreement or
other undertaking to which it is a party, which violation, default or lien could reasonably be
expected to have an adverse effect on the Trustee’s performance or ability to perform its duties
hereunder or thereunder or on the transactions contemplated herein or therein;




          (c) the (i) execution, delivery and performance by the Trustee of this Trust Supplement, the
Intercreditor Agreement, the NPA Joinder and the Note Documents to which it is or is to become a
party and (ii) the performance by the Trustee of the NPA will not require the authorization,
consent, or approval of, the giving of notice to, the filing or registration with, or the taking of
any other action in respect of, any governmental authority or agency of the United States or the
state of the United States where it is located regulating the banking and corporate trust
activities of the Trustee; and




          (d) this Trust Supplement, the Intercreditor Agreement, the NPA, the NPA Joinder and the Note
Documents to which it is or is to become a party have been, or will be, as applicable, duly
executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal,
valid and binding agreements of the Trustee, enforceable against it in accordance with their
respective terms; provided, however, that enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights
of creditors generally and (ii) general principles of equity.




          Section 7.05 Trustee Liens. The Trustee in its individual capacity agrees, in
addition to the agreements contained in Section 7.17 of the Basic Agreement, that it will at its
own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in
full any Trustee’s Liens on or with respect to the Trust Property which are attributable to the
Trustee in its individual capacity and which are unrelated to the transactions contemplated by the
Intercreditor Agreement or the NPA.




ARTICLE VIII




ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS



          Section 8.01 Amendment of Section 5.02 of the Basic Agreement. Section 5.02 of the
Basic Agreement shall be amended, with respect to the Class B Trust, by (i) replacing the





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phrase
“of this Agreement” set forth in paragraph (a) thereof with the phrase “of the Note
Documents, of the NPA and of this Agreement” and (ii) replacing the phrase “under this
Agreement” set forth in paragraph (b) thereof with the phrase “under this Agreement, the NPA and
any Note Document”.




          Section 8.02 Supplemental Agreements Without Consent of Class B Certificateholders.
Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the
limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be
required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the
Company’s request, at any time and from time to time, enter into (i) one or more agreements
supplemental to the NPA, for any of the purposes set forth in clauses (1) through (14) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a)
clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations
under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of
clause (3)), the NPA, (b) references in clauses (4), (5) and (7) of such Section 9.01 to “any
Intercreditor Agreement or any Liquidity Facility” shall also be deemed to refer to “the
Intercreditor Agreement, the Class B Liquidity Facility, the NPA or any Participation Agreement”,
(c) references to “any Intercreditor Agreement, any Participation Agreement, any Indenture or any
Liquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (8) of
such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any
Indenture, the Class B Liquidity Facility or any Participation Agreement”, and (d) the reference to
“this Base Agreement or any Trust Supplement” in clause (13) of such Section 9.01 shall also be
deemed to refer to “the NPA or any Participation Agreement” and (ii) one or more of the agreements
supplemental to any Operative Agreement or the NPA to provide for the formation of one or more
Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust
of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise
contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the
NPA and Section 8.01(c) of the Intercreditor Agreement. In addition, the following provisions of
Section 9.01 of the Basic Agreement shall be amended, with respect to the Class B Trust, as
follows: (A) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “(or
to facilitate any listing of any Certificates on any exchange or quotation system) or any
requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which
the Certificates of any series are listed” but before the phrase “or of any regulatory body”; (B)
Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish or”
after the phrase “to such extent as shall be necessary” but before the phrase “to continue”; and
(C) Section 9.01(8) of the Basic Agreement shall be amended by replacing the phrase “and to add to
or change” with the phrase “, or to evidence the substitution of a Liquidity Provider with a
Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility, all as provided
in any Intercreditor Agreement; or to provide multiple Liquidity Facilities with respect to one or
more Trusts; or to add to or change”.




          Section 8.03 Supplemental Agreements with Consent of Class B Certificateholders.
Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the
Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the






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Class B Liquidity Facility or
the NPA or modifying in any manner the rights and obligations of the Class B Certificateholders
under the Class B Liquidity Facility or the NPA.




          Section 8.04 Consent of Holders of Certificates Issued under Other Trusts.
Notwithstanding any provision in Section 8.02 or Section 8.03 of this Trust Supplement to the
contrary, no amendment or modification of Section 6.01 of this Trust Supplement shall be effective
unless the trustee for each Class of Certificates affected by such amendment or modification shall
have consented thereto.




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




ARTICLE IX




TRANSFER OF CLASS B CERTIFICATES



          Section 9.01 Restrictive Legends. All Class B Certificates issued pursuant to the
Agreement shall bear a legend to the following effect (the “Restrictive Legend”), unless
the Company and the Trustee determine otherwise consistent with applicable law:




          THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, THE HOLDER
(1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR SO LONG AS THIS CERTIFICATE IS
OUTSTANDING, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND
(3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH
PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST
SUPPLEMENT NO. 2010-1B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE
REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




          Section 9.02 Amendment of Section 3.04 of the Basic Agreement. Sections 9.03 and 9.04
of this Trust Supplement supersede and replace Section 3.04 of the Basic Agreement, with respect to
the Trust.




          Section 9.03 Transfer and Exchange. The Trustee shall cause to be kept at the office
or agency to be maintained by it in accordance with the provisions of Section 7.12 of the Basic
Agreement a register (the “Register”) of the Class B Certificates in which, subject to such





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reasonable regulations as it may prescribe, the Trustee shall provide for the registration of such
Class B Certificates and of transfers and exchanges of such Class B Certificates as herein
provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of
registering such Class B Certificates and transfers and exchanges of such Class B Certificates
as herein provided.




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




          Upon surrender for registration of transfer of any Class B Certificate at the Corporate Trust
Office or such other office or agency with the form of transfer notice thereon duly completed and
executed, and otherwise complying with the terms of this Agreement, including providing evidence of
compliance with any restrictions on transfer, in form satisfactory to the Trustee and the
Registrar, the Trustee shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Class B Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest. Whenever any Class B Certificates
are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Class B
Certificates that the Class B Certificateholder making the exchange is entitled to receive. Every
Class B Certificate presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and
the Registrar duly executed by the Class B Certificateholder thereof or its attorney duly
authorized in writing.




          The Registrar shall not register the transfer or exchange of any Class B Certificate in the
name of any Person unless and until evidence satisfactory to the Company and the Trustee that the
conditions to any such transfer or exchange set forth in Section 9.04 shall have been satisfied is
submitted to them. Such conditions shall be deemed satisfied with respect to a transfer if the
transferor and transferee duly execute and deliver to the Trustee the transfer notice in the form
attached to the Class B Certificate, unless the Company or the Trustee has a reasonable basis for
requesting additional evidence.




          To permit registrations of transfers and exchanges in accordance with the terms, conditions
and restrictions hereof, the Trustee shall execute and authenticate Class B Certificates at the
Registrar’s request. No service charge shall be made to a Class B Certificateholder for any
registration of transfer or exchange of Class B Certificates, but the Trustee shall require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with
any transfer or exchange of Class B Certificates. All Class B Certificates surrendered for
registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee.




          Section 9.04 Special Transfer Provisions. (a) Transfers Limited to QIBs. If
a Class B Certificate is to be transferred, the Registrar shall register the transfer only if such
transfer is being made to a proposed transferee who has provided the transfer notice attached to
the form of Class B Certificate stating that it is purchasing the Class B Certificate for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a QIB.




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          (b) Restrictive Legend. Upon the transfer, exchange or replacement of Class B
Certificates, the Registrar shall deliver only Class B Certificates that bear the Restrictive
Legend, unless the Company and the Trustee determine otherwise consistent with applicable law.




          (c) General. By acceptance of any Class B Certificate, each Holder of such a Class B
Certificate will be deemed to:




          (i) Represent that it is accepting such Class B Certificate for its own account or an
account with respect to which it exercises sole investment discretion and that it and any
such account is a QIB;




          (ii) Agree that any sale or other transfer by it of any Class B Certificate will only
be made to a QIB;




          (iii) Agree that it will, and that it will inform each subsequent transferee that such
transferee will be required to, deliver to each person to whom it transfers Class B
Certificates notice of these restrictions on transfer of the Class B Certificates;




          (iv) Agree that no registration of the transfer of a Class B Certificate will be made
unless the transferee completes and submits to the Trustee the form included on the reverse
of the Class B Certificate in which it states that it is purchasing such Class B Certificate
for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a QIB;




          (v) Understand that the Class B Certificates will bear a legend substantially to the
effect of the Restrictive Legend;




          (vi) Acknowledge that the Company, the Trustee, the Underwriters, and others will rely
on the truth and accuracy of the foregoing acknowledgments, representations, warranties and
agreements and agree that, if any of the acknowledgments, representations, warranties and
agreements deemed to have been made by its purchase of the Class B Certificates is no longer
accurate, it shall promptly notify the Company, the Trustee and the Underwriters. If it is
acquiring any Class B Certificates as a fiduciary or agent of one or more investor accounts,
it represents that it has sole investment discretion with respect to each such investor
account and that it has full power to make the foregoing acknowledgments, representations
and agreements on behalf of each such investor account;




          (vii) Acknowledge that the foregoing restrictions apply to holders of beneficial
interests in the Class B Certificates as well as to registered holders of Class B
Certificates; and




          (viii) Acknowledge that the Trustee will not be required to accept for registration of
transfer any Class B Certificate unless evidence satisfactory to the Company and the Trustee
that the restrictions on transfer set forth herein have been complied with is submitted to
them.




Trust
Supplement No. 2010-1B

(2010-1B EETC)




21









 








          Until such time as no Class B Certificates remain outstanding, the Registrar shall retain
copies of all letters, notices and other written communications received pursuant to this Section
9.04. The Trustee, if not the Registrar at such time, shall have the right to inspect and make
copies of all such letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.




ARTICLE X




MISCELLANEOUS PROVISIONS



          Section 10.01 Final Termination Date. The respective obligations and responsibilities
of the Company and the Trustee created hereby and the Class B Trust created hereby shall terminate
upon the distribution to all Class B Certificateholders and the Trustee of all amounts required to
be distributed to them pursuant to this Agreement and the disposition of all property held as part
of the Trust Property; provided, however, that in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, Sr., the father of John F. Kennedy, former President of the
United States, living on the date of this Trust Supplement.




          Section 10.02 Basic Agreement Ratified. Except and so far as herein expressly
provided, all of the provisions, terms and conditions of the Basic Agreement are in all respects
ratified and confirmed; and the Basic Agreement and this Trust Supplement shall be taken, read and
construed as one and the same instrument. To the extent that any provisions of the Basic Agreement
are superseded by any provisions of this Trust Supplement, any reference to such provisions of the
Basic Agreement herein or in the Basic Agreement shall be deemed to be such provisions of this
Trust Supplement.




          Section 10.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND THIS AGREEMENT AND THE CLASS B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE.




          Section 10.04 Counterparts. This Trust Supplement may be executed in any number of
counterparts (and each of the parties shall not be required to execute the same counterpart). Each
counterpart of this Trust Supplement including a signature page or pages executed by each of the
parties hereto shall be an original counterpart of this Trust Supplement, but all of such
counterparts together shall constitute one instrument.




          Section 10.05 Intention of Parties. The parties hereto intend that the Class B Trust
be classified for United States federal income tax purposes as a grantor trust under Subpart E,
Part I, Subchapter J, Chapter 1 of Subtitle A of the Code, and not as a trust or association
taxable as a corporation or as a partnership. Each Certificateholder of, and each Person acquiring
a beneficial interest in, a Class B Certificate, by its acceptance of its Class B Certificate or a
beneficial interest therein, agrees to treat the Class B Trust as a grantor trust for all United States federal, state and local
income tax purposes. The Trustee shall not be authorized or empowered to do anything that would
cause the Class B Trust to fail to qualify as a





Trust Supplement No. 2010-1B

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22









 







grantor trust for such tax purposes (including as
subject to this restriction, acquiring any Aircraft by bidding the Equipment Notes relating thereto
or otherwise, or taking any action with respect to any such Aircraft once acquired).




Trust Supplement No. 2010-1B

(2010-1B EETC)





23








 










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




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

 	 
	 	By:  	/s/ Paul A. Jacobson
 	 
	 	 	Name:  	Paul A. Jacobson 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ John G. Correia
 	 
	 	 	Name:  	John G. Correia 	 
	 	 	Title:  	Vice President 	 
	 



Trust Supplement No. 2010-1B

(2010-1B EETC)





 









 








EXHIBIT A to

TRUST SUPPLEMENT NO. 2010-1B




FORM OF CERTIFICATE






[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1




BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A
PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS
CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS OF
SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE
MEANINGS SPECIFIED IN THE AGREEMENT.




THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR
LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT RESELL OR OTHERWISE TRANSFER
THIS CERTIFICATE EXCEPT TO A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT
SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON
TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE
MUST





 




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





Trust Supplement No. 2010-1B

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COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2010-1B TO THE PASS THROUGH
TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER
ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



Trust Supplement No. 2010-1B

(2010-1B EETC)





 









 






[GLOBAL
CERTIFICATE]1

DELTA AIR LINES PASS THROUGH TRUST 2010-1B

DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2010-1B




Final Expected Regular Distribution Date: January 2, 2016





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



	 	 	 	 	 	 	 	 	 
	Certificate No.                    
	 	$                    Fractional Undivided 
	 	CUSIP No. 24781P AA7
	 
	 	Interest representing                    % of
	 	 	 	 
	 
	 	the Trust per $1,000 face amount	 	 	 	 






          THIS CERTIFIES THAT                    , for value received, is the registered owner of a $                    (
                    
dollars) Fractional Undivided Interest (or such lesser amounts as shall be the aggregate
outstanding face amount hereof as set forth in the records of the Trustee) in the Delta Air Lines
Pass Through Trust, Series 2010-1B (the “Trust”) created by U.S. BANK TRUST NATIONAL ASSOCIATION,
as successor trustee (together with any successor in interest and any successor or other trustee
appointed pursuant to the Trust Supplement referred to below, the “Trustee”) under a Pass Through
Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), between U.S. Bank Trust
National Association (as successor in interest to State Street Bank and Trust Company of
Connecticut, National Association) and Delta Air Lines, Inc., a Delaware corporation ( together
with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company”), as
supplemented by Trust Supplement No. 2010-1B thereto dated as of February 14, 2011 (collectively,
and as may be amended from time to time, the “Agreement”), between the Trustee and the Company, a
summary of certain of the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates designated as “Delta
Air Lines Pass Through Certificates, Series 2010-1B” (herein called the “Certificates”). This
Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement. By virtue of its acceptance hereof, the Certificateholder of this Certificate assents
to and agrees to be bound by all of the provisions of the Agreement and the Intercreditor
Agreement, including the subordination provisions of Section 9.09 of the Intercreditor Agreement.
The Trust Property is expected to include certain Equipment Notes and includes all rights of the
Trust and the Trustee, on behalf of the Trust, to receive any payments under the Intercreditor
Agreement and the Class B Liquidity Facility. Each issue of the Equipment Notes will be secured
by, among other things, a security interest in the Aircraft owned by the Company.






 




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





Trust Supplement No. 2010-1B

(2010-1B EETC)






 









 








          The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property,
and will have no rights, benefits or interest in respect of any other separate trust established
pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant
thereto.




          Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement,
from funds then available to the Trustee, there will be distributed on each January 2 and July 2
(each, a “Regular Distribution Date”), commencing on July 2, 2011, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the Series B Equipment Notes
due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this Certificate and an
amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of
the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Series B
Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall
be distributed on the applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the applicable Special
Distribution Date, an amount in respect of such Special Payments on the Series B Equipment Notes,
the receipt of which has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Special
Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day and no interest shall
accrue during the intervening period. The Trustee shall mail notice of each Special Payment and
the Special Distribution Date therefor to the Certificateholder of this Certificate.




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




          The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or
an interest in, the Company, the Trustee, the Subordination Agent, any Loan Trustee or any
Affiliate of any thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or distributions made
to Certificateholders under the Agreement shall be made only from the Trust Property and only to
the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for any payment or distribution to such
Certificateholder pursuant to the terms of the Agreement and that it will not have any recourse to
the Company, the Trustee, the Loan Trustees or any Affiliate of any thereof except as otherwise
expressly provided in the Agreement, in any Note Document or in the




Trust Supplement No. 2010-1B

(2010-1B EETC)







 









 







Intercreditor Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined during
normal business hours at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.




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




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




          The Certificates are issuable only as registered Certificates without coupons in minimum
denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000
that is, at the time of issuance, equal to at least 1,000 euros) Fractional Undivided Interest and
multiples of $1,000 in excess thereof except that one Certificate may be issued in a different
denomination. As provided in the Agreement and subject to certain limitations therein set forth,
the Certificates are exchangeable for new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder
surrendering the same.




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




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




Trust Supplement No. 2010-1B

(2010-1B EETC)




 









 








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




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




          Any Person acquiring or accepting this Certificate or an interest herein will, by such
acquisition or acceptance, be deemed to represent and warrant to the Company, the Loan Trustees and
the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan,
have been used to acquire this Certificate or an interest herein or (ii) the purchase and holding
of this Certificate or interest herein by such Person are exempt from the prohibited transaction
restrictions of ERISA and the Code or materially similar provisions of Similar Law pursuant to one
or more prohibited transaction statutory or administrative exemptions.




          THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.




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




Trust Supplement No. 2010-1B

(2010-1B EETC)







 









 








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




	 	 	 	 	 
	 	DELTA AIR LINES PASS THROUGH TRUST

2010-1B

 	 
	 	By:  	U.S. BANK TRUST NATIONAL	 
	 	 	ASSOCIATION,

as Trustee 	 
	 	 	 
	 	By:  	
 	 
	 	 	Title: 	 
	Dated: 	 	 	 
	 



Trust Supplement No. 2010-1B

(2010-1B EETC)




 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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




	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Trust Supplement No. 2010-1B

(2010-1B EETC)





 









 








[FORM OF TRANSFER NOTICE]





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



          Insert Taxpayer Identification No.




                                                                 



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




                                                                 




                                                                 



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




     [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES]



          In connection with any transfer of this Certificate, the undersigned confirms that this
Certificate is being transferred to a “qualified institutional buyer” within the meaning of Rule
144A under the Securities Act of 1933, as amended.




	 	 	 

	Date:                     

	 	


NOTICE: The signature to this assignment must

correspond with the name as written upon the face of the 

within-mentioned instrument in every particular, without

alteration or any change whatsoever.
	 
	 	 
	 

	 	SIGNATURE GUARANTEE:                                         






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




          [TO BE COMPLETED BY PURCHASER:]




          The undersigned represents and warrants that it is purchasing this Certificate for its own
account or an account with respect to which it exercises sole investment discretion and that it and
any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the




Trust Supplement No. 2010-1B

(2010-1B EETC)




 









 







Company as the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A.




	 	 	 

	Dated:                                         
	 	 
	 
	 	 
	 

	 	NOTICE: To be executed by an executive officer






Trust Supplement No. 2010-1B

(2010-1B EETC)




 









 






EXHIBIT B to

TRUST SUPPLEMENT NO. 2010-1B




DTC LETTER OF REPRESENTATIONS




Trust Supplement No. 2010-1B

(2010-1B EETC)







 









 








SCHEDULE I to

TRUST SUPPLEMENT NO. 2010-1B




SERIES B EQUIPMENT NOTES,

PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT




	 	 	 	 	 	 	 
	Principal Amount of	 	 	 	 	 	 
	Series B Equipment	 	 	 	 	 	Aircraft
	Notes	 	Maturity	 	Aircraft	 	Registration Number
	$3,068,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N377DA
	$3,441,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N379DA
	$3,061,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N381DN
	$3,176,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N383DN
	$3,425,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N385DN
	$3,266,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N387DA
	$2,896,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N389DA
	$2,866,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N391DA
	$2,881,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N393DA
	$3,021,000

	 	January 2, 2016
	 	Boeing 737-832
	 	N395DN
	$1,610,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N697DL
	$1,332,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N699DL
	$1,432,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6701
	$1,520,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6703D
	$1,510,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6705Y
	$1,667,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6707A
	$1,748,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6709
	$1,809,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6711M
	$1,488,000

	 	January 2, 2016
	 	Boeing 757-232
	 	N6713Y
	$3,393,000

	 	January 2, 2016
	 	Boeing 767-332ER
	 	N1603
	$3,816,000

	 	January 2, 2016
	 	Boeing 767-332ER
	 	N1605
	$4,531,000

	 	January 2, 2016
	 	Boeing 767-332ER
	 	N1607B
	$21,754,000

	 	January 2, 2016
	 	Boeing 777-232LR
	 	N709DN
	$21,736,000

	 	January 2, 2016
	 	Boeing 777-232LR
	 	N710DN






Trust Supplement No. 2010-1B

(2010-1B EETC)