exv4w14






Exhibit 4.14





THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE
MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT
AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE
IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION
AGREEMENT REFERRED TO HEREIN.



DELTA AIR LINES, INC.




SERIES 2010-2B-01



EQUIPMENT NOTE DUE NOVEMBER 23, 2015



ISSUED IN CONNECTION WITH THE BOEING MODEL 737-732 (GENERIC

MODEL BOEING 737-700) AIRCRAFT BEARING UNITED STATES

REGISTRATION NUMBER N308DE




	 	 	 

	No. 1

	 	Date: February 14, 2011
	 
	 	 
	INTEREST RATE

	 	MATURITY DATE
	 
	 	 
	6.75%

	 	November 23, 2015






     DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”)
hereby promises to pay to U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent under the
Intercreditor Agreement, or the registered assignee thereof, the principal amount of FIVE MILLION
SIX HUNDRED AND EIGHTY-SIX THOUSAND Dollars ($5,686,000) on November 23, 2015 and to pay interest
in arrears on each Payment Date at the Debt Rate on the principal amount remaining unpaid from time
to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the
date hereof, or from the most recent date to which interest hereon has been paid or duly provided
for, until paid in full. Notwithstanding anything to the contrary contained herein, if any date on
which a payment under this Equipment Note becomes due and payable is not a Business Day,
then such payment shall not be made on such scheduled date but shall be made on the






 









 







next succeeding Business Day with the same force and effect as if made on such scheduled date, and if
payment is made on such next succeeding Business Day, no interest shall accrue on the amount of
such payment from and after such scheduled date.




     For purposes hereof, the term “Indenture” means the Indenture and Security Agreement (N308DE),
dated as of December 21, 2010, between Company and U.S. Bank Trust National Association, as Loan
Trustee (“Loan Trustee”), as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms. All capitalized terms used in this Equipment Note
and not defined herein, unless the context otherwise requires, shall have the respective meanings
set forth or incorporated by reference, and shall be construed and interpreted in the manner
described, in the Indenture.



     This Equipment Note shall bear interest, payable on demand, at the Past Due Rate (and not the
Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any
principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any,
interest, and any other amounts payable hereunder not paid when due for any period during which the
same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not
paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by
acceleration or otherwise).



     There shall be maintained an Equipment Note Register for the purpose of registering transfers
and exchanges of Equipment Notes at the Corporate Trust Office of Loan Trustee, or at the office of
any successor trustee, in the manner provided in Section 2.07 of the Indenture.



     The principal amount and interest and other amounts due hereunder shall be payable in Dollars
in immediately available funds at the Corporate Trust Office of Loan Trustee, or as otherwise
provided in the Indenture. Company shall not have any responsibility for the distribution of any
such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date
such payment is due and without any presentment or surrender of this Equipment Note, except that in
the case of any final payment with respect to this Equipment Note, the Equipment Note shall be
surrendered to Loan Trustee for cancellation.



     The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided
in the Indenture, including the subordination provisions referred to below,
each payment of an installment of principal amount, Make-Whole Amount, if any, and






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interest
received by it hereunder shall be applied: first, to the payment of accrued interest on
this Equipment Note (as well as any interest on (i) any overdue principal amount, and
(ii) to the extent permitted by law, any overdue Make-Whole Amount, if any, any overdue
interest and any other overdue amounts hereunder) to the date of such payment; second, to
the payment of Make-Whole Amount, if any, with respect to this Equipment Note; third, to
the payment of the principal amount of this Equipment Note (or portion thereof) then due hereunder,
if any; and fourth, the balance, if any, remaining thereafter to the payment of
installments of the principal amount of this Equipment Note (or portion thereof) remaining unpaid
in the inverse order of their maturity.




     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been
or are to be issued by Company pursuant to the terms of the Indenture. The Collateral is held by
Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note
are subject to the Indenture, the Related Indentures, the Participation Agreement, the other
Operative Documents and the Pass Through Documents. Reference is hereby made to the Indenture, the
Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through
Documents for a complete statement of the rights and obligations of the holder of, and the nature
and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under
each Related Indenture) and the rights and obligations of the holders of, and the nature and extent
of the security for, any other Equipment Notes executed and delivered under the Indenture, to all
of which terms and conditions in the Indenture, the Related Indentures, the Participation
Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees
by its acceptance of this Equipment Note.



     As provided in the Indenture and subject to certain limitations therein set forth, this
Equipment Note is exchangeable for an equal aggregate principal amount of Equipment Notes of the
same Series of different authorized denominations, as requested by the holder surrendering the
same. Prior to the due presentment for registration of transfer of this Equipment Note, Company
and Loan Trustee shall deem and treat the Person in whose name this Equipment Note is registered on
the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving
all amounts payable with respect to this Equipment Note and for all purposes, and neither Company
nor Loan Trustee shall be affected by notice to the contrary.



     This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of
the Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided
in Section 4.02 of the Indenture.







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     This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and
4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture,
to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by
its acceptance of this Equipment Note.



     The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or
distribution shall be made on or in respect of the Secured Obligations (as defined in the
Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder,
including, without limitation, any payment or distribution of cash, property or securities after
the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the
commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the
Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article
III of the applicable Related Indenture, as appropriate.



     The indebtedness evidenced by this Equipment Note is (i) to the extent and in the
manner provided in the Indenture, subordinate and subject in right of payment to the prior payment
in full of the Secured Obligations in respect of Series A Equipment Notes, and certain other
Secured Obligations, and (ii) to the extent and in the manner provided in each Related
Indenture, subordinate and subject in right of payment to the prior payment in full under such
Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under
such Related Indenture, and this Equipment Note is issued subject to such provisions. The
Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs Loan Trustee or the Related Loan Trustee
under the applicable Related Indenture, as appropriate, on such Noteholder’s behalf to take any
action necessary or appropriate to effectuate the subordination as provided in the Indenture or the
applicable Related Indenture and (c) appoints Loan Trustee or the Related Loan Trustee
under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for
such purpose.



     Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note,
agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution
on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive
under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust
for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be
applied as provided in Article III of the Indenture.






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     Unless the certificate of authentication hereon has been executed by or on behalf of Loan
Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



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







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     IN WITNESS WHEREOF, Company has caused this Equipment Note to be executed in its corporate
name by its officer thereunto duly authorized on the date hereof.



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

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






 









 








LOAN TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Equipment Notes referred to in the within-mentioned Indenture.




	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Loan Trustee

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