exv4w8






Exhibit 4.8




EXECUTION COPY




 





AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT




Dated as of February 14, 2011



among



DELTA AIR LINES, INC.,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the Pass Through Trust Agreements



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent



U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Paying Agent



 




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Table of Contents




Page




	 	 	 	 	 
	Section 1.
	 	Financing of Aircraft	 	5
	 
	 	 	 	 
	Section 2.
	 	Conditions Precedent	 	10
	 
	 	 	 	 
	Section 3.
	 	Representations and Warranties	 	10
	 
	 	 	 	 
	Section 4.
	 	Covenants	 	15
	 
	 	 	 	 
	Section 5.
	 	Depositary Downgrade and Replacement of Depositary	 	17
	 
	 	 	 	 
	Section 6.
	 	Notices	 	19
	 
	 	 	 	 
	Section 7.
	 	[Intentionally Omitted.]	 	19
	 
	 	 	 	 
	Section 8.
	 	Further Assurances	 	19
	 
	 	 	 	 
	Section 9.
	 	Miscellaneous	 	19
	 
	 	 	 	 
	Section 10.
	 	Governing Law	 	20






	 	 	 

	Schedule I
	 	2001-1 Aircraft and Existing Financings, Unencumbered Aircraft and Funded Aircraft
	Schedule II
	 	Trust Supplements
	Schedule III
	 	Required Terms
	Schedule IV
	 	Indentures, Participation Agreements and Related Amendments with respect to Funded Aircraft
	 
	 	 
	Annex A
	 	Definitions
	 
	 	 
	Exhibit A
	 	Form of Funding Notice
	Exhibit B
	 	Form of Participation Agreement
	Exhibit C
	 	Form of Indenture and Security Agreement






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AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT




          This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Note Purchase Agreement” or
this “Amended and Restated Note Purchase Agreement”), dated as of February 14, 2011, is
made by and among (i) DELTA AIR LINES, INC., a Delaware corporation (together with its
successors and permitted assigns, the “Company”), (ii) U.S. BANK TRUST NATIONAL
ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity
except as otherwise expressly provided herein, but solely as trustee (in such capacity, together
with any successor in interest and any successor or other trustee appointed as provided in the
applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”)
under each of two separate Pass Through Trust Agreements (as defined below), (iii) U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee
(in such capacity together with its successors in such capacity, the “Subordination Agent”)
under the Intercreditor Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION,
a national banking association, as Escrow Agent (in such capacity together with its successors in
such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements
(as defined below), and (v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as Paying Agent (in such capacity together with its successors in such capacity, the
“Paying Agent”) under each of the Escrow and Paying Agent Agreements.




W I T N E S S E T H:




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




          WHEREAS, the parties hereto (other than the Class B Pass Through Trustee and the Escrow Agent
and the Paying Agent under the Class B Escrow and Paying Agent Agreement) entered into that certain
Note Purchase Agreement, dated as of November 22, 2010 (the “Original Note Purchase
Agreement”);




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




          WHEREAS, the Company owns the six aircraft described in Part Two of Schedule I hereto (each,
an “Unencumbered Aircraft”, and collectively, the “Unencumbered Aircraft”, and
together with the 2001-1 Aircraft, each, a “Pre-Funded Aircraft”, and collectively, the
“Pre-Funded Aircraft”);




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          WHEREAS, the Pre-Funded Aircraft have not yet been subjected to the financing contemplated by
the Original Note Purchase Agreement;




          WHEREAS, the Company owns the twelve aircraft described in Part Three of Schedule I hereto,
and such aircraft have been financed as contemplated by the Original Note Purchase Agreement in
that, as further described in these recitals, the Class A Pass Through Trustee has purchased the
Series A Equipment Notes issued by the Company with respect to each such aircraft (each such
aircraft, a “Funded Aircraft” and, collectively, the “Funded Aircraft”, and,
together with the Pre-Funded Aircraft, each, an “Aircraft” and collectively, the
“Aircraft”);




          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class A Trust Supplement
described in Schedule II hereto, and concurrently with the execution and delivery of the Original
Note Purchase Agreement, one grantor trust (the “Class A Pass Through Trust”; and the Basic
Pass Through Trust Agreement, together with such Trust Supplement, as amended, supplemented or
otherwise modified from time to time in accordance with their terms, the “Class A Pass Through
Trust Agreement”) was created to facilitate certain of the transactions contemplated by the
Original Note Purchase Agreement, including, without limitation, the issuance and sale of pass
through certificates pursuant thereto (together with any other pass through certificates for which
such pass through certificates may be exchanged, collectively, the “Class A Certificates”)
to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the
Series A Equipment Notes to be issued in respect of, and secured by a security interest in, each of
the Aircraft;




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




          WHEREAS, concurrently with the execution and delivery of the Original Note Purchase Agreement,
(i) the Escrow Agent and the Depositary entered into that certain Deposit Agreement (Class
A), dated as of the Class A Issuance Date, relating to the Class A Pass Through Trust (as amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Class A
Deposit Agreement”) whereby the Escrow Agent agreed to direct the Class A Underwriters to make
certain deposits referred to therein with respect to the Aircraft on the Class A Issuance Date (the
“Class A Initial Deposits”) and to permit the Class A Pass Through Trustee to make
additional deposits from time to time thereafter (the Class A Initial Deposits together with such
additional deposits are collectively referred to as the “Class A Deposits”), and
(ii) the Class A Underwriters, the Class A Pass Through Trustee, the Paying Agent and the
Escrow Agent entered into that certain Escrow and Paying Agent Agreement




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(Class A), dated as of the Class A Issuance Date, relating to the Class A Pass Through Trust
(as amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Class A Escrow and Paying Agent Agreement”), whereby, among other things, (a) the
Class A Underwriters agreed to deliver an amount equal to the amount of the Class A Initial
Deposits to the Depositary on behalf of the Escrow Agent and (b) the Escrow Agent, upon the
Depositary receiving such Class A Initial Deposits, agreed to deliver escrow receipts to be affixed
to each Class A Certificate;




          WHEREAS, subject to the terms and conditions of the Original Note Purchase Agreement, the
Class A Pass Through Trustee and each of the Subordination Agent, U.S. Bank and the Company entered
into the applicable Financing Agreements listed on Schedule IV with respect to each Funded
Aircraft;




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




          WHEREAS, concurrently with the execution and delivery of the Original Note Purchase Agreement,
(i) the Class A Liquidity Provider entered into the Class A Liquidity Facility, for the
benefit of the holders of the Class A Certificates, with the Subordination Agent, as agent for the
Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and (ii) the Class
A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent entered into the
Intercreditor Agreement (as in effect prior to the Class B Issuance Date);




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




          WHEREAS, the Company now desires to issue Series B Equipment Notes with respect to each of the
Aircraft;




          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class B Trust Supplement
described in Schedule II hereto, and concurrently with the execution and delivery of this Amended
and Restated Note Purchase Agreement, one grantor trust (the “Class B Pass Through Trust”;
and the Basic Pass Through Trust Agreement, together with such Trust Supplement, as amended,
supplemented or otherwise modified from time to time in accordance with their terms, the “Class
B Pass Through Trust Agreement”) has been created to facilitate certain of the transactions
contemplated by this Amended and Restated Note Purchase




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




          WHEREAS, the Company has entered into the Underwriting Agreement, dated February 7, 2011 (as
amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Class B Underwriting Agreement” and, together with the Class A Underwriting Agreement, the
“Underwriting Agreements”) with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities
Inc. and Goldman, Sachs & Co., acting as representatives of the Underwriters named in Schedule I
thereto (the “Class B Underwriters” and, together with the Class A Underwriters, the
“Underwriters”), which provides that the Company will cause the Class B Pass Through
Trustee to issue and sell the Class B Certificates to the Class B Underwriters on the Class B
Issuance Date;




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




          WHEREAS, concurrently with the execution and delivery hereof, the Company, each Pass Through
Trustee, the Subordination Agent, the Loan Trustee and U.S. Bank, in its individual capacity, have
entered into the First Amendment to the Indenture and the First Amendment to the Participation
Agreement listed on Schedule IV with respect to each of the Funded Aircraft listed on Part Three of
Schedule I hereto, which provide for the Company to




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issue, and the Class B Pass Through Trustee to purchase, Series B Equipment Notes in respect
of each of the Funded Aircraft on the Class B Issuance Date;




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




          WHEREAS, upon the financing of each Pre-Funded Aircraft, (i) the Class A Pass Through
Trustee will fund its purchase of the Series A Equipment Notes in respect of such Pre-Funded
Aircraft with the proceeds of the related Class A Deposit withdrawn by the Escrow Agent under the
Class A Deposit Agreement and (ii) the Class B Pass Through Trustee will fund its purchase
of the Series B Equipment Notes in respect of such Pre-Funded Aircraft with the proceeds of the
related Class B Deposit withdrawn by the Escrow Agent under the Class B Deposit Agreement; and




          WHEREAS, concurrently with the execution and delivery of this Amended and Restated Note
Purchase Agreement, (i) the Class B Liquidity Provider has entered into the Class B
Liquidity Facility for the benefit of the holders of the Class B Certificates, with the
Subordination Agent, as agent for the Class B Pass Through Trustee and (ii) the Company,
the Liquidity Providers, the Pass Through Trustees and the Subordination Agent have entered into
the Amendment No. 1 to the Intercreditor Agreement, dated as of the Class B Issuance Date (the
“Intercreditor Agreement Amendment”).




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




          SECTION 1. Financing of Aircraft.




          (a) Agreement to Finance.





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




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



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





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




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




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




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




     (c) [Intentionally Omitted.]




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



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




     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the
Company shall have obtained from each Rating Agency a Rating Agency Confirmation with
respect to each Class of Certificates then rated by such Rating Agency in connection
with any material modifications of the applicable Financing Agreements from the forms
of Financing Agreements annexed hereto (including the form of Equipment Note included
in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation
to each Pass Through Trustee on or before the applicable Funding Date or (y)
such Rating Agency Confirmation shall have been obtained with respect to material
modifications of the Financing Agreements relating to another or any Aircraft or with
respect to material modifications of the forms of Financing Agreements annexed hereto
and the applicable Financing Agreements incorporate such material modifications
without additional material modifications, the applicable Financing Agreements, as
executed and delivered, may incorporate such material modifications, if any;




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




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



          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any
Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent
required for the successive redemption of the Series B Equipment Notes and issuance of new Series B
Equipment Notes pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the
terms of such Section and of Section 8.01(c) of the Intercreditor Agreement, and the
Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with
obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is
not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase
Agreement in connection with any modifications of the Financing Agreements contemplated by this
sentence. With respect to each Pre-Funded Aircraft, the Company shall cause U.S. Bank (or such
other




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Person that meets the eligibility requirements to act as loan trustee under the applicable
Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such
Pre-Funded Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently
therewith execute such Financing Agreements to which the Company is intended to be a party and
perform its respective obligations thereunder. Upon the request of one or more Rating Agencies,
the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true
and complete copy of each Financing Agreement relating to the financing of each Pre-Funded
Aircraft, together with a true and complete set of the closing documentation (including legal
opinions) delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through
Trustee under the applicable Participation Agreement.





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




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




     (g) [Intentionally Omitted.]




     (h) [Intentionally Omitted.]




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




     (j) Withdrawals Limited to Available Deposits. Anything herein to the contrary
notwithstanding, the Company shall not have the right, and shall not be entitled, at any
time to request the issuance of Series A Equipment Notes or Series B Equipment



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Notes in respect of the Pre-Funded Aircraft to the Class A Pass Through Trustee or the
Class B Pass Through Trustee, respectively, in an aggregate principal amount in excess of
the amount of the Deposits then available for withdrawal by the Escrow Agent under and in
accordance with the provisions of the applicable Deposit Agreement.




     (k) Notice of Event of Loss.




     (i) In the case of any 2001-1 Aircraft, if, prior to the date on which such
2001-1 Aircraft is subjected to a financing in the manner provided herein, an event
has occurred and is continuing that constitutes an Event of Loss (as defined in
(x) if at the time of the occurrence of such event such 2001-1 Aircraft was
subject to an Existing Financing, the security agreement to which such 2001-1
Aircraft was then subject in connection with such Existing Financing or (y)
if at the time of the occurrence of such event such 2001-1 Aircraft was not subject
to an Existing Financing, the form of the Indenture annexed hereto, as such form is
modified from time to time in accordance with the terms hereof) with respect to such
2001-1 Aircraft or that would constitute such an Event of Loss but for the
requirement that notice be given or time elapse or both, the Company will as promptly
as practicable (and, in any event, within 15 days after the occurrence of the
relevant Event of Loss) give notice of such event to each Pass Through Trustee and
the Subordination Agent and instruct each Pass Through Trustee, and each Pass Through
Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly
completed Withdrawal Certificate (as defined in the applicable Escrow and Paying
Agent Agreement) together with a relevant Notice of Event of Loss Withdrawal (as
defined in the applicable Escrow and Paying Agent Agreement).




     (ii) In the case of any Unencumbered Aircraft, if, prior to the date on which
such Unencumbered Aircraft is subjected to a financing in the manner provided herein,
an event has occurred and is continuing that constitutes an Event of Loss (as defined
in the form of the Indenture annexed hereto, as such form is modified from time to
time in accordance with the terms hereof) with respect to such Unencumbered Aircraft
or that would constitute such an Event of Loss but for the requirement that notice be
given or time elapse or both, the Company will as promptly as practicable (and, in
any event, within 15 days after the occurrence of the relevant Event of Loss) give
notice of such event to each Pass Through Trustee and the Subordination Agent and
instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute
and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate
(as defined in the applicable Escrow and Paying Agent Agreement) together with a
relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and
Paying Agent Agreement).



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





     (a) no Triggering Event shall have occurred;




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




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




     (d) with respect to each 2001-1 Aircraft, such Pass Through Trustee shall have received
evidence that the lien of the applicable Existing Financing has been terminated with respect
to such 2001-1 Aircraft and the filing of a release with the FAA and the filing of Uniform
Commercial Code termination statements, and, if applicable, the registration of a discharge
of any International Interest (as defined in the Indenture Form) registered on the
International Registry (as defined in the Indenture Form), in each case with respect to such
lien.




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




     SECTION 3. Representations and Warranties.




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



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     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Company is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and is a Citizen of the United States and has the full
corporate power, authority and legal right under the laws of the State of Delaware to
execute and deliver this Note Purchase Agreement and each Financing Agreement to
which it will be a party and to carry out the obligations of the Company under this
Note Purchase Agreement and each Financing Agreement to which it will be a party;




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




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



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




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




     (ii) Due Authorization; No Conflicts. The execution and delivery by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of this Note Purchase Agreement and the performance by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of its obligations under this Note Purchase



Amended and Restated Note Purchase Agreement

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Agreement have been duly authorized by U.S. Bank, in its capacity as
Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and
will not violate its articles of association or by-laws or the provisions of any
indenture, mortgage, contract or other agreement to which it is a party or by which
it is bound; and




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



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




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





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




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



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




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




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




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



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




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




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




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



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





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




     (ii) Due Authorization; No Conflicts. The execution and delivery by
the Paying Agent of each of the Paying Agent Agreements and the performance by the
Paying Agent of its obligations hereunder and thereunder have been duly



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authorized by the Paying Agent and will not violate its articles of association
or by-laws or the provisions of any indenture, mortgage, contract or other agreement
to which it is a party or by which it is bound; and




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



     SECTION 4. Covenants.



     (a) Covenants of the Company.



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



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



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



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



     (v) Refinancing of Series B Equipment Notes. The Company shall not
redeem any Series B Equipment Notes and issue new Series B Equipment Notes under any
Indenture, unless new Series B Equipment Notes shall be issued under all (and not
less than all) of the Indentures and the Company shall have obtained a Rating Agency
Confirmation with respect to the Class A Certificates in connection with such
redemption and issuance; and any such redemption and issuance shall be subject to the
terms of Section 8.01(c) of the Intercreditor Agreement. If any new Series B
Equipment Notes are to be so issued, the Class B Pass Through Trustee shall execute
and deliver an instrument by which the Class B Pass Through Trustee becomes a party
hereto, and each of the parties hereto agrees, at the Company’s request, to enter
into any amendments to this Note Purchase Agreement (including, without limitation,
any modifications of the Indenture Form and the Participation Agreement Form) and any
other Operative Agreements as may be necessary or desirable to give effect to such
redemption of Series B Equipment Notes and issuance of any such new Series B
Equipment Notes and the issuance of pass through certificates by any pass through
trust that acquires any such new Series B Equipment Notes and to make changes
relating to any of the foregoing (including, without limitation, to provide for any
prefunding mechanism in connection therewith) and to provide for any credit support
for any pass through certificates relating to any such new Series B Equipment Notes
(including, without limitation, to provide for payment of fees, interest, expenses,
reimbursement of advances and other obligations arising from such credit support
(including, without limitation, to specify such credit support as a “Liquidity
Facility” and the “Class B Liquidity Facility” and the provider of any such credit
support as a “Liquidity Provider” and the “Class B Liquidity Provider” and, if the
Class B Liquidity Facility is to be comprised of more than one instrument, to
incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass
Through Trust)).



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



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and “Regular Distribution Date” have the respective meanings set forth in the
Intercreditor Agreement.




(b) Covenants by U.S. Bank.




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




     (ii) Situs of Activity. Except with the consent of the Company, which
shall not be unreasonably withheld: (A) U.S. Bank will act as Pass Through
Trustee solely through its offices within the State of Delaware, except for such
services as may be performed for it by independent agents in the ordinary course of
business, but not directly by it, in other states; and (B) U.S. Bank will act
as Subordination Agent solely through its offices within the Commonwealth of
Massachusetts, except for such services as may be performed by it by independent
agents acting in the ordinary course of business, but not directly by it, in other
states.



     (c) [Intentionally Omitted].



     (d) Covenants by the Class B Pass Through Trustee. On or prior to the Class B
Issuance Date, the Class B Pass Through Trustee shall have provided a completed and executed
copy of IRS Form W-9 to each of the Company, the Subordination Agent, the Class B Liquidity
Provider, the Escrow Agent, the Paying Agent and the Depositary.



     SECTION 5. Depositary Downgrade and Replacement of Depositary.



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



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     (b) [Intentionally Omitted.]



     (c) Terms and Preconditions for Replacement of Depositary.




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




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




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



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



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



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     Replacement Depositary and the replacement of the Deposit Agreements with the
Replacement Deposit Agreements.




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



          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or
permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in
writing, and given by United States registered or certified mail, return receipt requested,
overnight courier service or facsimile, and any such notice shall be effective when received (or,
if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a
telephone call to a representative of the recipient or by machine confirmation) that such
transmission was received) to the relevant party hereto at the address or facsimile number set
forth below the signature of such party at the foot of this Note Purchase Agreement or to such
other address or facsimile number as such party may hereafter specify by notice to the other
parties.




          SECTION 7. [Intentionally Omitted.]




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




          SECTION 9. Miscellaneous.





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



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survive the expiration or other termination of this Note Purchase Agreement and the
other agreements referred to herein.




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




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




     (d) Acknowledgment. Each of the parties hereto acknowledges and agrees that
this Amended and Restated Note Purchase Agreement shall constitute the “Note Purchase
Agreement” for all purposes of the Operative Agreements.



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




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VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW
YORK.




[Signature Pages Follow.]




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




	 	 	 	 	 
	 	DELTA AIR LINES, INC.

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



					
	 	Address:  	                  1030 Delta Boulevard
 	 
	 	 	Atlanta, Georgia 30354 	 
	 	 	Ref.:  Delta Air Lines 2010-2 EETC


Attention:  Treasurer


Telephone:  (404) 715-6583

Facsimile:  (404) 773-7345 	 



Signature Page




Amended and Restated Note Purchase Agreement 
2010-2B EETC








 









 








	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Pass Through Trustee

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



					
	 	Address:  	                                                  300 Delaware Avenue, 9th Floor
 	 
	 	 	Mail Code EX-DE-WDAW 
Wilmington, Delaware 19801 	 
	 	 	Attention:  Corporate Trust Services

Ref.:  Delta Air Lines 2010-2 EETC

Telephone:  (302) 576-3703

Facsimile: (302) 576-3717 	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Subordination Agent

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



					
	 	Address:  	                                                  One Federal Street, 3rd Floor
 	 
	 	 	Mail Code EX-MA-FED  	 
	 	 	Boston, Massachusetts 02110

Attention:  Corporate Trust Services

Ref.: Delta Air Lines 2010-2 EETC


Telephone:  (617) 603-6553


Facsimile: (617) 603-6683 	 



Signature Page




Amended and Restated Note Purchase Agreement 
2010-2B EETC







 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its

individual capacity, except as otherwise provided

herein, but solely as Escrow Agent

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



					
	 	Address:  	One Federal Street, 3rd Floor
 	 
	 	 	Boston, Massachusetts 02110

Attention:  Corporate Trust Services


Ref.:  Delta Air Lines 2010-2 EETC


Telephone:  (617) 603-6553


Facsimile: (617) 603-6683 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its
individual capacity, except as otherwise provided
herein, but solely as Paying Agent

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


 	 



					
	 	Address:  	One Federal Street, 3rd Floor
 	 
	 	 	Mail Code EX-MA-FED 
Boston, Massachusetts 02110  	 
	 	 	Attention:  Corporate Trust Services


Ref.:  Delta Air Lines 2010-2 EETC


Telephone:  (617) 603-6553


Facsimile: (617) 603-6683 	 



Signature Page




Amended and Restated Note Purchase Agreement 
2010-2B EETC




 













 





SCHEDULE I to

NOTE PURCHASE AGREEMENT




2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT



Part One — 2001-1 Aircraft and Existing Financings




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

	 	N3731T
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	2.

	 	N3732J
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	3.

	 	N3733Z
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	4.

	 	N3734B
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	5.

	 	N3735D
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	6.

	 	N3736C
	 	Boeing
	 	737-832

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

(CFM CFM56-7)
	 	2001-1 EETC

Financing
	7.

	 	N6716C
	 	Boeing
	 	757-232

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

WHITNEY PW2037)
	 	2001-1 EETC

Financing
	8.

	 	N1608
	 	Boeing
	 	767-332ER

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

(GE CF6-80C2)
	 	2001-1 EETC

Financing
	9.

	 	N1609
	 	Boeing
	 	767-332ER

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

(GE CF6-80C2)
	 	2001-1 EETC

Financing
	10.

	 	N1610D
	 	Boeing
	 	767-332ER

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

(GE CF6-80C2)
	 	2001-1 EETC

Financing






Amended and Restated Note Purchase Agreement

2010-2B EETC









Sch. I - 1









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT




2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT



Part Two — Unencumbered Aircraft




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

	 	N544US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)
	2.

	 	N545US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)
	3.

	 	N546US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)
	4.

	 	N547US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)
	5.

	 	N548US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)
	6.

	 	N549US
	 	Boeing
	 	757-251

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

WHITNEY PW2037)






Amended and Restated Note Purchase Agreement

2010-2B EETC







Sch. I - 2









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT




2001-1 AIRCRAFT AND EXISTING FINANCINGS, UNENCUMBERED AIRCRAFT AND FUNDED AIRCRAFT



Part Three — Funded Aircraft




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

	 	N591NW
	 	Boeing
	 	757-351

(BOEING 757-300)
	 	 	32991	 	 	Pratt & Whitney
	 	PW2040 (PRATT & WHITNEY PW2040)
	2.

	 	N592NW
	 	Boeing
	 	757-351

(BOEING 757-300)
	 	 	32992	 	 	Pratt & Whitney
	 	PW2040 (PRATT & WHITNEY PW2040)
	3.

	 	N593NW
	 	Boeing
	 	757-351

(BOEING 757-300)
	 	 	32993	 	 	Pratt & Whitney
	 	PW2040 (PRATT & WHITNEY PW2040)
	4.

	 	N378NW
	 	Airbus
	 	A320-211

(AIRBUS A320)
	 	 	2092	 	 	CFM International,
Inc.
	 	CFM56-5A1

(CFM CFM56-5A)
	5.

	 	N811NW
	 	Airbus
	 	A330-323

(AIRBUS A330)
	 	 	0690	 	 	Pratt & Whitney
	 	PW4168A (PRATT & WHITNEY PW4000 100)
	6.

	 	N917DN
	 	McDonnell Douglas
	 	MD-90-30

(McDONNELL DOUGLAS

MD-90-30)
	 	 	53552	 	 	International Aero

Engines
	 	V2528-D5 (INTERNATIONAL AERO ENGINES

V2500-D5)
	7.

	 	N918DH
	 	McDonnell Douglas
	 	MD-90-30

(McDONNELL DOUGLAS

MD-90-30)
	 	 	53576	 	 	International Aero

Engines
	 	V2528-D5 (INTERNATIONAL AERO ENGINES

V2500-D5)
	8.

	 	N919DN
	 	McDonnell Douglas
	 	MD-90-30

(McDONNELL DOUGLAS

MD-90-30)
	 	 	53553	 	 	International Aero

Engines
	 	V2528-D5 (INTERNATIONAL AERO ENGINES

V2500-D5)
	9.

	 	N308DE
	 	Boeing
	 	737-732

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

(CFM CFM56-7)
	10.

	 	N310DE
	 	Boeing
	 	737-732

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

(CFM CFM56-7)
	11.

	 	N708DN
	 	Boeing
	 	777-232LR

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

(GE GE90-110B1)
	12.

	 	N853NW
	 	Airbus
	 	A330-223

(AIRBUS A330)
	 	 	0618	 	 	Pratt & Whitney
	 	PW4168A (PRATT & WHITNEY PW4000 100)






Amended and Restated Note Purchase Agreement

2010-2B EETC





Sch. I - 3











 





SCHEDULE II to

NOTE PURCHASE AGREEMENT




TRUST SUPPLEMENTS



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



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




Amended and Restated Note Purchase Agreement
2010-2B EETC


















 








SCHEDULE III to

NOTE PURCHASE AGREEMENT




REQUIRED TERMS



Equipment Notes




Obligor: The Company



Maximum Principal Amount:



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




PRINCIPAL AMOUNTS OF EQUIPMENT NOTES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series A Principal	 	 	Series B Principal	 	 	 	 
	Aircraft	 	Amount	 	 	Amount	 	 	Total	 
	N3731T
	 	$	13,567,000	 	 	$	3,819,000	 	 	$	17,386,000	 
	N3732J
	 	 	13,563,000	 	 	 	3,818,000	 	 	 	17,381,000	 
	N3733Z
	 	 	13,622,000	 	 	 	3,835,000	 	 	 	17,457,000	 
	N3734B
	 	 	13,504,000	 	 	 	3,802,000	 	 	 	17,306,000	 
	N3735D
	 	 	13,526,000	 	 	 	3,808,000	 	 	 	17,334,000	 
	N3736C
	 	 	13,678,000	 	 	 	3,851,000	 	 	 	17,529,000	 
	N544US
	 	 	8,315,000	 	 	 	2,575,000	 	 	 	10,890,000	 
	N545US
	 	 	8,435,000	 	 	 	2,612,000	 	 	 	11,047,000	 
	N546US
	 	 	8,330,000	 	 	 	2,580,000	 	 	 	10,910,000	 
	N547US
	 	 	8,495,000	 	 	 	2,631,000	 	 	 	11,126,000	 
	N548US
	 	 	8,510,000	 	 	 	2,635,000	 	 	 	11,145,000	 
	N549US
	 	 	8,520,000	 	 	 	2,638,000	 	 	 	11,158,000	 
	N6716C
	 	 	10,690,000	 	 	 	3,010,000	 	 	 	13,700,000	 
	N1608
	 	 	20,311,000	 	 	 	5,718,000	 	 	 	26,029,000	 
	N1609
	 	 	20,372,000	 	 	 	5,735,000	 	 	 	26,107,000	 
	N1610D
	 	 	20,355,000	 	 	 	5,730,000	 	 	 	26,085,000	 






Amended and Restated Note Purchase Agreement 
2010-2B EETC






Sch. III-1









 








AMORTIZATION SCHEDULES




Series A Equipment Notes

Boeing 737-832

N3731T



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






Series B Equipment Notes

Boeing 737-832

N3731T




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Amended and Restated Note Purchase Agreement 
2010-2B EETC





Sch. III-2









 








Series A Equipment Notes

Boeing 737-832

N3732J



	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078817	%
	November 23, 2012
	 	 	4.50264691	%
	May 23, 2013
	 	 	4.39814200	%
	November 23, 2013
	 	 	4.72327656	%
	May 23, 2014
	 	 	4.74946546	%
	November 23, 2014
	 	 	4.62183883	%
	May 23, 2015
	 	 	4.75246627	%
	November 23, 2015
	 	 	4.64227678	%
	May 23, 2016
	 	 	4.58939763	%
	November 23, 2016
	 	 	4.53558210	%
	May 23, 2017
	 	 	4.60572882	%
	November 23, 2017
	 	 	4.66100420	%
	May 23, 2018
	 	 	10.04738627	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series B Equipment Notes

Boeing 737-832

N3732J




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 737-832

N3733Z




	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078990	%
	November 23, 2012
	 	 	4.50264278	%
	May 23, 2013
	 	 	4.39814271	%
	November 23, 2013
	 	 	4.72327852	%
	May 23, 2014
	 	 	4.74946410	%
	November 23, 2014
	 	 	4.62183967	%
	May 23, 2015
	 	 	4.75246660	%
	November 23, 2015
	 	 	4.64227720	%
	May 23, 2016
	 	 	4.58939950	%
	November 23, 2016
	 	 	4.53558215	%
	May 23, 2017
	 	 	4.60572603	%
	November 23, 2017
	 	 	4.66100426	%
	May 23, 2018
	 	 	10.04738658	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Amended and Restated Note Purchase Agreement 
2010-2B EETC




Sch. III-3









 








Series B Equipment Notes

Boeing 737-832

N3733Z




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 737-832

N3734B




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






Series B Equipment Notes

Boeing 737-832

N3734B




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Amended and Restated Note Purchase Agreement 
2010-2B EETC






Sch. III-4









 







 |



Series A Equipment Notes

Boeing 737-832

N3735D




	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078959	%
	November 23, 2012
	 	 	4.50264675	%
	May 23, 2013
	 	 	4.39814431	%
	November 23, 2013
	 	 	4.72327370	%
	May 23, 2014
	 	 	4.74946030	%
	November 23, 2014
	 	 	4.62183942	%
	May 23, 2015
	 	 	4.75246932	%
	November 23, 2015
	 	 	4.64228153	%
	May 23, 2016
	 	 	4.58939820	%
	November 23, 2016
	 	 	4.53557593	%
	May 23, 2017
	 	 	4.60572971	%
	November 23, 2017
	 	 	4.66100104	%
	May 23, 2018
	 	 	10.04739021	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series B Equipment Notes

Boeing 737-832

N3735D




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Amended and Restated Note Purchase Agreement 
2010-2B EETC





Sch. III-5









 








Series A Equipment Notes

Boeing 737-832

N3736C




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






Series B Equipment Notes

Boeing 737-832

N3736C




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N544US




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






Amended and Restated Note Purchase Agreement
2010-2B EETC





Sch. III-6











 





Series B Equipment Notes

Boeing 757-251

N544US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N545US




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






Series B Equipment Notes

Boeing 757-251

N545US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N546US





Amended and Restated Note Purchase Agreement

2010-2B EETC





Sch. III-7 









 








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






Series B Equipment Notes

Boeing 757-251

N546US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N547US




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






Amended and Restated Note Purchase Agreement

2010-2B EETC



Sch. III-8 









 






Series B Equipment Notes

Boeing 757-251

N547US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N548US




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






Series B Equipment Notes

Boeing 757-251

N548US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-251

N549US








Amended and Restated Note Purchase Agreement

2010-2B EETC



Sch. III-9 









 








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






Series B Equipment Notes

Boeing 757-251

N549US




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 757-232

N6716C




	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078578	%
	November 23, 2012
	 	 	4.50264733	%
	May 23, 2013
	 	 	4.39814780	%
	November 23, 2013
	 	 	4.72327409	%
	May 23, 2014
	 	 	4.74945744	%
	November 23, 2014
	 	 	4.62184284	%
	May 23, 2015
	 	 	4.75246960	%
	November 23, 2015
	 	 	4.64228251	%
	May 23, 2016
	 	 	4.58939196	%
	November 23, 2016
	 	 	4.53558466	%
	May 23, 2017
	 	 	4.60572498	%
	November 23, 2017
	 	 	4.66100094	%
	May 23, 2018
	 	 	10.04739008	%







Amended and Restated Note Purchase Agreement

2010-2B EETC


Sch. III-10 









 






	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series B Equipment Notes

Boeing 757-232

N6716C




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 767-332ER

N1608




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






Series B Equipment Notes

Boeing 767-332ER

N1608




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.





Amended and Restated Note Purchase Agreement

2010-2B EETC


Sch. III-11 









 





Series A Equipment Notes

Boeing 767-332ER

N1609




	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078834	%
	November 23, 2012
	 	 	4.50264579	%
	May 23, 2013
	 	 	4.39814451	%
	November 23, 2013
	 	 	4.72327705	%
	May 23, 2014
	 	 	4.74946004	%
	November 23, 2014
	 	 	4.62184371	%
	May 23, 2015
	 	 	4.75246908	%
	November 23, 2015
	 	 	4.64227371	%
	May 23, 2016
	 	 	4.58939721	%
	November 23, 2016
	 	 	4.53558315	%
	May 23, 2017
	 	 	4.60572845	%
	November 23, 2017
	 	 	4.66100039	%
	May 23, 2018
	 	 	10.04738857	%
	November 23, 2018
	 	 	3.00000000	%
	May 23, 2019
	 	 	35.00000000	%






Series B Equipment Notes

Boeing 767-332ER

N1609




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.



Series A Equipment Notes

Boeing 767-332ER

N1610D




	 	 	 	 	 
	 	 	Percentage of	 
	 	 	Original Principal	 
	 	 	Amount to be	 
	Payment Date	 	Paid	 
	November 23, 2011
	 	 	0.00000000	%
	May 23, 2012
	 	 	1.17078850	%
	November 23, 2012
	 	 	4.50264309	%







Amended and Restated Note Purchase Agreement

2010-2B EETC


Sch. III-12 









 






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






Series B Equipment Notes

Boeing 767-332ER

N1610D




The principal amount of each Series B

Equipment Note will be payable in a

single payment on November 23, 2015.





Amended and Restated Note Purchase Agreement

2010-2B EETC


Sch. III-13 











 





Indenture for Each Pre-Funded Aircraft




Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of
Indenture and Security Agreement included as Exhibit C to the Note Purchase Agreement (as such form
may be amended, supplemented or otherwise modified from time to time in accordance with terms of
the Note Purchase Agreement, the “Indenture Form”)) (x) for Series A (computed on
the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears):
4.95% and (y) for Series B (computed on the basis of a 360-day year consisting of twelve
30-day months, payable semi-annually in arrears): 6.75%.




	 	 	 

	Past Due Rate:

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

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

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

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

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






Participation Agreement for Each Pre-Funded Aircraft




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




Amended and Restated Note Purchase Agreement

2010-2B EETC




Sch. III-14









 








Prohibited Modifications





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





Amended and Restated Note Purchase Agreement

2010-2B EETC





Sch. III-15









 








SCHEDULE IV to

NOTE PURCHASE AGREEMENT




INDENTURES, PARTICIPATION AGREEMENTS AND RELATED AMENDMENTS

WITH RESPECT TO FUNDED AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Funded Aircraft	 	 	 	First Amendment to	 	 	 	First Amendment to
	 	 	(Reg.	 	 	 	Participation	 	Indenture and	 	Indenture and
	No.	 	No.)	 	Participation Agreement	 	Agreement	 	Security Agreement	 	Security Agreement
	1.

	 	N591NW
	 	Participation
Agreement (N591NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N591NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N591NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N591NW), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	2.

	 	N592NW
	 	Participation
Agreement (N592NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N592NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N592NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N592NW), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	3.

	 	N593NW
	 	Participation
Agreement (N593NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N593NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N593NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N593NW), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	4.

	 	N378NW
	 	Participation
Agreement (N378NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N378NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N378NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N378NW), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	5.

	 	N811NW
	 	Participation
Agreement (N811NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N811NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N811NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N811NW), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	6.

	 	N917DN
	 	Participation
Agreement (N917DN),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N917DN),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N917DN), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N917DN), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	7.

	 	N918DH
	 	Participation
Agreement (N918DH),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N918DH),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N918DH), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N918DH), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 





Amended and Restated Note Purchase Agreement

2010-2B EETC




Sch IV-1









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Funded Aircraft	 	 	 	First Amendment to	 	 	 	First Amendment to
	 	 	(Reg.	 	 	 	Participation	 	Indenture and	 	Indenture and
	No.	 	No.)	 	Participation Agreement	 	Agreement	 	Security Agreement	 	Security Agreement
	8.

	 	N919DN
	 	Participation
Agreement (N919DN),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N919DN),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N919DN), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N919DN), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	9.

	 	N308DE
	 	Participation
Agreement (N308DE),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N308DE),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N308DE), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N308DE), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	10.

	 	N310DE
	 	Participation
Agreement (N310DE),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N310DE),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N310DE), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N310DE), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	11.

	 	N708DN
	 	Participation
Agreement (N708DN),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N708DN),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N708DN), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N708DN), dated as
of February 14,
2011
	 
	 	 	 	 	 	 	 	 	 	 
	12.

	 	N853NW
	 	Participation
Agreement (N853NW),
dated as of December
21, 2010
	 	First Amendment to
Participation
Agreement (N853NW),
dated as of
February 14, 2011
	 	Indenture and
Security Agreement
(N853NW), dated as
of December 21,
2010
	 	First Amendment to
Indenture and
Security Agreement
(N853NW), dated as
of February 14,
2011






Amended and Restated Note Purchase Agreement

2010-2B EETC




Sch IV-2









 








ANNEX A to

NOTE PURCHASE AGREEMENT




DEFINITIONS




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




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




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




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




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




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




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




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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC




A-1









 







          (b) Definitions.


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


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


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


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


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


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


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


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


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-2









 







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


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


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


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


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


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


          “Class A Issuance Date” means November 22, 2010.


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


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


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


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


          “Class A Pass Through Trustee” means the Pass Through Trustee under the Class A Pass
Through Trust.


          “Class A Trust Supplement” means the Trust Supplement with respect to the Class A Pass
Through Trust.



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC




A-3









 







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


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


          “Class B Certificates” means Certificates issued by any Class B Pass Through Trust
(including, without limitation, the Certificates referred to in the fifteenth recital to the Note
Purchase Agreement and any “Refinancing Certificates” (as such term is defined in the Intercreditor
Agreement)).


          “Class B Deposit Agreement” has the meaning set forth in the seventeenth recital to
the Note Purchase Agreement.


          “Class B Deposits” has the meaning set forth in the seventeenth recital to the Note
Purchase Agreement.


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


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


          “Class B Issuance Date” means February 14, 2011.


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


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


          “Class B Pass Through Trust” means (i) initially, the grantor trust referred
to in the fifteenth recital to the Note Purchase Agreement, and (ii) any “Refinancing
Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any
subsequent redemption of Series B Equipment Notes and issuance of new Series B Equipment Notes.



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC




A-4









 







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


          “Class B Pass Through Trustee” means the Pass Through Trustee under the Class B Pass
Through Trust.


          “Class B Trust Supplement” means the Trust Supplement with respect to the Class B Pass
Through Trust.


          “Class B Underwriter” has the meaning set forth in the sixteenth recital to the Note
Purchase Agreement.


          “Class B Underwriting Agreement” has the meaning set forth in the sixteenth recital to
the Note Purchase Agreement.


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


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


          “Cut-Off Date” means the earlier of:




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




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




     “Delivery Period Termination Date” means the earlier of:




     (c) October 31, 2011; and




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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-5









 







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


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


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


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


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


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


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


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


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


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


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC




A-6









 







          “First Amendment to Indenture” means, with respect to each Funded Aircraft, the First
Amendment to Indenture listed on Schedule IV relating to such Funded Aircraft.


          “First Amendment to Participation Agreement” means, with respect to each Funded
Aircraft, the First Amendment to Participation Agreement listed on Schedule IV relating to such
Funded Aircraft.


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


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


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


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


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


          “Indenture” means, with respect to a Funded Aircraft, the Indenture and Security
Agreement listed on Schedule IV with respect to such Funded Aircraft and, with respect to a
Pre-Funded Aircraft, an indenture and security agreement substantially in the form of the Indenture
Form to which such Pre-Funded Aircraft shall have been subjected, in each case as such agreement
may be amended, supplemented or otherwise modified from time to time.


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


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-7









 







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


          “Intercreditor Agreement Amendment” has the meaning set forth in the twenty-first
recital to the Note Purchase Agreement.


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


          “Liquidity Providers” means, collectively, the Class A Liquidity Provider and the
Class B Liquidity Provider.


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


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


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


          “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3(a) of such Deposit Agreement.


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


          “Original Note Purchase Agreement” has the meaning set forth in the second recital to
the Note Purchase Agreement.



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-8









 







          “Participation Agreement” means, with respect to a Funded Aircraft, the Participation
Agreement listed on Schedule IV with respect to such Funded Aircraft and, with respect to a
Pre-Funded Aircraft, a participation agreement substantially in the form of the Participation
Agreement Form relating to the financing of such Pre-Funded Aircraft, in each case as such
agreement may be amended, supplemented or otherwise modified from time to time.


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


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


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


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


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


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


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


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


          “Rating Agencies” means, with respect to any Class of Certificates, collectively, at
any time, each nationally recognized rating agency which shall have been requested to rate such
Class of Certificates and which shall then be rating such Class of Certificates. The initial



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-9









 








Rating Agencies with respect to the Class A Certificates and the Class B Certificates will be
Moody’s and Standard & Poor’s.



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


          “Register” means, with respect to the Class A Certificates, the register maintained
pursuant to Sections 3.04 and 7.12 of the Basic Pass Through Trust Agreement with
respect to the Class A Pass Through Trust and, with respect to the Class B Certificates, the
register maintained pursuant to Section 7.12 of the Basic Pass Through Trust Agreement and
Section 9.03 of the Class B Trust Supplement with respect to the Class B Pass Through
Trust.


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


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


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


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


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC




A-10









 







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


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


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


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


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


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


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


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


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-11









 







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


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


          “United States” means the United States of America.


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



Annex A to

Amended and Restated Note Purchase Agreement

2010-2B EETC





A-12












 





EXHIBIT A to

NOTE PURCHASE AGREEMENT




FORM OF FUNDING NOTICE




FUNDING NOTICE




Dated as of [__________]


To each of the addressees listed

      in Schedule A hereto




	 	 	 	 	 

	 

	 	Re:
	 	Funding Notice in accordance with Note Purchase
	 

	 	 	 	Agreement referred to below





Ladies and Gentlemen:




     Reference is made to the Note Purchase Agreement, dated as of February 14, 2011, among Delta
Air Lines, Inc. (the “Company”), U.S Bank Trust National Association, as Class A Pass
Through Trustee (as defined therein) (the “Class A Pass Through Trustee”) and Class B Pass
Through Trustee (as defined therein) (the “Class B Pass Through Trustee”), U.S. Bank Trust
National Association, as Subordination Agent (the “Subordination Agent”), U.S. Bank
National Association, as Escrow Agent (the “Escrow Agent”), and U.S. Bank Trust National
Association, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the
“Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined
therein, the Intercreditor Agreement.



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




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






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





Amended and Restated Note Purchase Agreement

2010-2B EETC





 









 









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





     The Company hereby instructs the Class A Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a
Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A-1 hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the
applicable Escrow Agent.



     The Company hereby instructs the Class B Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [___________] and attach thereto a
Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A-2 hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the
applicable Escrow Agent.



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



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


Yours faithfully,



Delta Air Lines, Inc.




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






Amended and Restated Note Purchase Agreement

2010-2B EETC
















 








Schedule A to

Funding Notice




U.S. Bank Trust National Association, as

     Pass Through Trustee

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (302) 576-3703

Facsimile: (302) 576-3717




U.S. Bank Trust National Association, as

     Subordination Agent and Paying Agent

One Federal Street, 3rd Floor

Mail Code EX-MA-FED

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




U.S. Bank National Association, as

     Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




The Bank of New York Mellon, as

      Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 815-4812

Facsimile: (212) 815-5704




Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: Betsy Snyder

Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 438-7811

Facsimile: (212) 438-7820




Amended and Restated Note Purchase Agreement

2010-2B EETC




 









 








Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Jonathan Root, Vice President — Senior Analyst

     Airlines, Municipal Solid Waste, Shipping Sectors

Reference: Delta Air Lines 2010-2 EETC

Telephone: (212) 553-1672

Facsimile: (212) 298-6481




Amended and Restated Note Purchase Agreement

2010-2B EETC







 









 








Schedule B to

Funding Notice




Aircraft



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




Amended and Restated Note Purchase Agreement

2010-2B EETC








 









 








Schedule C to

Funding Notice




Equipment Notes




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

	 	Series 2010-2A-N _____
	 	No. A-__
	 	$ ___________
	 
	Class B Pass
Through Trustee

	 	Series 2010-2B-N____
	 	No. B-__
	 	$ ___________






Amended and Restated Note Purchase Agreement

2010-2B EETC







 









 








Annex A to

Funding Notice




WITHDRAWAL CERTIFICATE

(Class [A][B])




U.S. Bank National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: Delta Air Lines 2010-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



Ladies and Gentlemen:




          Reference is made to the Escrow and Paying Agent Agreement (Class [A][B]), dated as of
[November 22, 2010] [February 14, 2011] (the “Agreement”). We hereby certify to you that
the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant
to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the
Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by
facsimile to the Depositary, at The Bank of New York Mellon, as Depositary, 101 Barclay Street,
Floor 8W, New York, New York 10286, attention: Corporate Finance, Mary Miselis, Vice President,
Reference: Delta Air Lines 2010-2 EETC, telephone: (212) 815-4812, facsimile: (212) 815-5704.




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




	 	 	 	 	 
	 	Very truly yours,



U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Pass

Through Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20__]




Amended and Restated Note Purchase Agreement

2010-2B EETC






 









 








Exhibit A-1 to

Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2010-2A EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704




Ladies and Gentlemen:




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




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




The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air
Lines, Inc. at [          ]] [the Pass Through Trustee at [          ]]1 on
[_________], 20___, upon the telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: As of [__________ __, 20___]






 




			
	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 be specified
here should be that of Delta.





Amended and Restated Note Purchase Agreement

2010-2B EETC






 









 








Exhibit A-2 to

Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: Delta Air Lines 2010-2B 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, $[_______], Account No. [____].



The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Delta Air
Lines, Inc. at [          ]] [the Pass Through Trustee at U.S. Bank Trust National
Association, Wilmington, Delaware, [          ]]2 on [_________], 20___, upon the
telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20___]






 




			
	2	 	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 be specified
here should be that of Delta.





Amended and Restated Note Purchase Agreement

2010-2B EETC






 









 








EXHIBIT B to

NOTE PURCHASE AGREEMENT




FORM OF PARTICIPATION AGREEMENT




[Filed separately as Exhibit 4.9]



Amended and Restated Note Purchase Agreement

2010-2B EETC











 









 








EXHIBIT C to

NOTE PURCHASE AGREEMENT




FORM OF INDENTURE




[Filed separately as Exhibit 4.10]



Amended and Restated Note Purchase Agreement

2010-2B EETC