exv4w12






Exhibit 4.12




EXECUTION COPY




 





FIRST AMENDMENT TO PARTICIPATION AGREEMENT

(N308DE)




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 TRUST NATIONAL ASSOCIATION,

as Loan Trustee,



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein



*


One Boeing 737-732

(Generic Manufacturer and Model BOEING 737-700) Aircraft

U.S. Registration No. N308DE



 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 






Participation Agreement (2009-1 EETC)

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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1	 	 	 	 
	 
	DEFINITIONS; AMENDMENTS	 	 	 	 
	 
	Section 1.01. Definitions
	 	 	3	 
	Section 1.02. Other Definitional Provisions
	 	 	3	 
	Section 1.03. Amendments to Original Participation Agreement
	 	 	4	 
	Section 1.04. Supplemental Provisions
	 	 	6	 
	 
	ARTICLE 2	 	 	 	 
	 
	THE LOANS	 	 	 	 
	 
	Section 2.01. The Loans
	 	 	6	 
	Section 2.02. Issuance of Series B Equipment Notes
	 	 	7	 
	Section 2.03. The Series B Closing
	 	 	7	 
	 
	ARTICLE 3	 	 	 	 
	 
	CONDITIONS PRECEDENT	 	 	 	 
	 
	Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees
	 	 	7	 
	Section 3.02. Conditions Precedent to Obligations of Company
	 	 	12	 
	 
	ARTICLE 4	 	 	 	 
	 
	REPRESENTATIONS AND WARRANTIES OF COMPANY	 	 	 	 
	 
	Section 4.01. Representations and Warranties of Company
	 	 	14	 
	 
	ARTICLE 5	 	 	 	 
	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK	 	 	 	 
	 
	Section 5.01. Representations, Warranties and Covenants of U.S. Bank
	 	 	17	 
	 
	ARTICLE 6	 	 	 	 
	 
	FEES AND EXPENSES	 	 	 	 
	 
	Section 6.01. Fees and Expenses
	 	 	20	 







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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE 7	 	 	 	 
	 
	MISCELLANEOUS	 	 	 	 
	 
	Section 7.01. Effective Time
	 	 	21	 
	Section 7.02. Ratification and Agreements
	 	 	21	 
	Section 7.03. Survival of Representations, Warranties, Covenants and Agreements
	 	 	22	 
	Section 7.04. Governing Law
	 	 	22	 
	Section 7.05. Severability
	 	 	22	 
	Section 7.06. No Oral Modifications or Continuing Waivers; Consents
	 	 	22	 
	Section 7.07. Effect of Headings and Table of Contents
	 	 	22	 
	Section 7.08. Successors and Assigns
	 	 	23	 
	Section 7.09. Benefits of Agreement
	 	 	23	 
	Section 7.10. Counterparts
	 	 	23	 






	 	 	 	 	 

	Schedule I

	 	-
	 	Equipment Notes, Purchasers and Original Principal Amounts
	Schedule II

	 	-
	 	Trust Supplements
	Exhibit A

	 	-
	 	Form of First Indenture Amendment
	Exhibit B-1

	 	-
	 	Form of Opinion of Counsel for Company
	Exhibit B-2

	 	-
	 	Form of Opinion of Debevoise & Plimpton LLP, special counsel for Company
	Exhibit C

	 	-
	 	Form of Opinion of Special Counsel for Loan Trustee, Pass Through Trustees, Subordination Agent and
U.S. Bank
	Exhibit D

	 	-
	 	Form of Opinion of Special FAA Counsel
	Exhibit E-1

	 	-
	 	Form of Opinion of Special Delaware Tax Counsel for Pass Through Trustees
	Exhibit E-2

	 	-
	 	Form of Opinion of Special Delaware UCC Counsel for Company





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FIRST AMENDMENT TO PARTICIPATION AGREEMENT

(N308DE)




     This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N308DE), dated as of February 14, 2011 (this
“Amendment”), is made by and among DELTA AIR LINES, INC., a Delaware corporation (together
with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, together with its
successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as
otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but
solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other
capitalized terms used herein without definition being defined as provided in Section 1.01), U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee
(in such capacity, together with any successor trustee in such capacity, “Subordination
Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan
trustee (in such capacity, together with any successor trustee in such capacity, “Loan
Trustee”) under the Indenture.



WITNESSETH:




     WHEREAS, on the Closing Date, which occurred on December 21, 2010, the parties hereto (other
than Class B Trustee) entered into that certain Participation Agreement (N308DE), dated as of
December 21, 2010 (the “Original Participation Agreement”) in order to provide for the
financing of the Aircraft;



     WHEREAS, in connection with the Original Participation Agreement, Company and Loan Trustee
entered into that certain Indenture and Security Agreement (N308DE), dated as of December 21, 2010,
as supplemented by Indenture Supplement No. 1 thereto, dated December 21, 2010 (the “Original
Indenture”), pursuant to which, among other things, Company issued to Subordination Agent the
Series A Equipment Notes in the original principal amount, having the maturity and bearing interest
at the Debt Rate, in each case as specified on Schedule I to the Original Indenture (the
“Series A Equipment Notes”), which Series A Equipment Notes are secured by a security
interest in all right, title and interest of Company in and to the Aircraft and certain other
property described in the Original Indenture;



     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class A Trust Supplement,
the Class A Pass Through Trust was created on November 22, 2010



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to facilitate the financing of
certain aircraft owned by Company, including the Aircraft, and the Class A Certificates were issued
and sold on November 22, 2010;




     WHEREAS, Section 2.02 of the Original Participation Agreement provides that, subject to
Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B
Closing) and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the
Series B Closing), Company shall have the option, if no Series B Equipment Notes are issued on the
Closing Date, to issue Series B Equipment Notes under the Indenture after the Closing Date;



     WHEREAS, Section 2.02 of the Original Indenture provides that, if no Series B Equipment Notes
are issued on the Closing Date, then, subject to compliance with the conditions set forth in
Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B
Closing), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the
Intercreditor Agreement (as in effect immediately prior to the Series B Closing), Company shall
have the option to issue Series B Equipment Notes after the Closing Date;



     WHEREAS, Company now desires to issue Series B Equipment Notes, which Series B Equipment Notes
are to be secured by a security interest in all right, title and interest of Company in and to the
Aircraft and certain other property described in the Indenture;



     WHEREAS, concurrently with the execution and delivery of this Amendment, Company and Loan
Trustee are entering into the First Indenture Amendment, pursuant to which, among other things,
Company will issue Series B Equipment Notes under the Indenture;



     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class B Trust Supplement,
the Class B Pass Through Trust has been created to facilitate certain of the transactions
contemplated by this Amendment, including, without limitation, the issuance and sale of the Class B
Certificates; and



     WHEREAS, pursuant to the Intercreditor Agreement, Subordination Agent holds the Series A
Equipment Notes on behalf of the Class A Pass Through Trust and will hold, when issued, the Series
B Equipment Notes on behalf of the Class B Pass Through Trust;





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



ARTICLE 1




DEFINITIONS; AMENDMENTS



     Section 1.01. Definitions. Except as otherwise defined herein, capitalized terms
in this Amendment have the meanings assigned to them in the Original Participation Agreement. For
the purposes of this Amendment, the following capitalized terms shall have the following meanings:



     “Class A Trust Supplement” means the Trust Supplement No. 2010-2A, dated as of
November 22, 2010, between Company and U.S. Bank, as Class A Trustee.



     “Class B Trust Supplement” means the Trust Supplement No. 2010-2B, dated as of the
date hereof, between Company and U.S. Bank, as Class B Trustee.



     “First Indenture Amendment” means an amendment to the Original Indenture,
substantially in the form attached hereto as Exhibit A.



     “Original Indenture” has the meaning set forth in the second recital hereto.



     “Original Participation Agreement” has the meaning set forth in the first recital
hereto.



     “Series B Closing” has the meaning set forth in Section 2.03.



     “Series B Closing Date” means February 14, 2011 or such other time as the parties
shall agree.



     Section 1.02. Other Definitional Provisions.




     (a) For purposes of this Amendment, (i) the term “Participation Agreement”
means the Original Participation Agreement as amended by this



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Amendment and (ii)
the term “Indenture” means the Original Indenture as amended by the First Indenture
Amendment.




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




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



     Section 1.03. Amendments to Original Participation Agreement. The Original
Participation Agreement is hereby amended as follows:




     (a) Amendment to Schedule I. Schedule I to the Original Participation
Agreement is amended by deleting it in its entirety and replacing it with Schedule I hereto
(it being agreed and understood that no amendments are being made to the maturity, original
principal amount or interest rate of the Series A Equipment Notes).




     (b) Amendment to Schedule II. Schedule II to the Original Participation
Agreement is amended by deleting it in its entirety and replacing it with Schedule II
hereto.




     (c) Amendment to Annex A. Annex A to the Original Participation Agreement
is amended as follows:




     (i) The definition of “Class B Certificates” is amended by
deleting the phrase “, if any,”.




     (ii) The definition of “Class B Pass Through Trust” is deleted in
its entirety and replaced with the following:




“Class B Pass Through Trust” means (i) initially, the Delta Air
Lines Pass Through Trust 2010-2B created pursuant to the Basic



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Pass
Through Trust Agreement, as supplemented by Trust Supplement No. 2010-2B,
dated as of February 14, 2011, between Company and U.S. Bank, as Class B
Trustee, 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.




     (iii) The definition of “Intercreditor Agreement” is deleted in
its entirety and replaced with the following:




“Intercreditor Agreement” means that certain Intercreditor
Agreement, dated as of the Issuance Date, among Class A Trustee, Class A
Liquidity Provider and Subordination Agent, as amended by that certain
Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of February
14, 2011, among Company, Liquidity Providers, Pass Through Trustees and
Subordination Agent, 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 Company, no
amendment, modification or supplement to, or substitution or replacement
of, such Intercreditor Agreement shall be effective unless consented to by
Company.




     (iv) The definition of “Liquidity Facilities” is amended by
deleting the phrase “, if provided,”.




     (v) The definition of “Liquidity Providers” is amended by deleting
the phrase “, if any Class B Liquidity Facility shall have been provided,”.




     (vi) The definition of “Note Purchase Agreement” is deleted in its
entirety and replaced with the following:




“Note Purchase Agreement” means the Amended and Restated Note
Purchase Agreement, dated as of February 14, 2011, among Company,
Subordination Agent, Escrow Agent, Paying Agent and Pass Through Trustees,
providing for, among other things, the issuance and sale of certain
equipment notes, as the same may be



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further amended, supplemented or
otherwise modified from time to time in accordance with its terms.




     (vii) The definition of “Pass Through Trust” is amended by adding
the word “two” after the words “means each of the” and before the words “separate
grantor trusts” and by deleting the words “that have been or will be” that appear
after the words “grantor trusts” and before the words “created pursuant to”.




     (viii) The definition of “Trust Supplements” is deleted in its
entirety and replaced with the following:




     “Trust Supplements” means (i) those agreements
supplemental to the Basic Pass Through Trust Agreement referred to in
Schedule II to the Participation Agreement and (ii) in the case of
any Class B Certificates issued after the Closing Date in connection with
any redemption of Series B Equipment Notes and issuance of new Series B
Equipment Notes, pursuant to the provisions of Sections 2.02 and 2.11(b)
of the Indenture, 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 Through Trust is authorized and
(c) the terms of such Class B Certificates are established.



     Section 1.04. Supplemental Provisions. For the avoidance of doubt, Articles 2
through 6 of this Amendment are supplemental to, and not in replacement of, Articles 2 through 6 of
the Original Participation Agreement, which shall remain in full force and effect.



ARTICLE 2




THE LOANS



     Section 2.01. The Loans. Subject to the terms and conditions of this Amendment
and the Indenture, on the Series B Closing Date, Class B Trustee shall make a loan to Company by
paying to Company the aggregate original principal amounts of the Series B Equipment Notes being
issued to the Class B Pass Through Trust, as set forth on Schedule I opposite the name of the Class
B Pass Through Trust. Class B Trustee, on



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behalf of the Class B Pass Through Trust, shall make
such loan to Company no later than 11:00 a.m. (New York City time) on the Series B Closing Date by
transferring such amount in immediately available funds to Company at
its account at [               ], with the request that the bank advise Company by telephone at
(404) 715-2046 upon transfer of the funds.



     Section 2.02. Issuance of Series B Equipment Notes. Upon the occurrence of the
above payment by Class B Trustee to Company, Company shall issue, pursuant to and in accordance
with Article II of the Indenture, to Subordination Agent as agent and trustee for Class B Trustee,
one or more Series B Equipment Notes of the maturity and aggregate principal amount and bearing the
interest rate set forth in Schedule I opposite the name of the Class B Pass Through Trust. Each
such Series B Equipment Note shall be duly authenticated by Loan Trustee pursuant to the Indenture,
registered in the name of Subordination Agent and dated the Series B Closing Date and shall be
delivered by Loan Trustee to Subordination Agent. Each of the Pass Through Trustees and
Subordination Agent hereby authorizes and directs Loan Trustee to execute and deliver this
Amendment and the First Indenture Amendment and, subject to the terms hereof and thereof, to take
the actions contemplated herein and therein.



     Section 2.03. The Series B Closing. The closing (the “Series B Closing”)
of the transactions contemplated hereby shall take place at the offices of Debevoise & Plimpton
LLP, 919 Third Avenue, New York, New York 10022 at 9:30 a.m. (New York City time) on February 14,
2011 or at such other time or place as the parties shall agree.



ARTICLE 3




CONDITIONS PRECEDENT



     Section 3.01. Conditions Precedent to Obligations of Pass Through Trustees. The
obligations of Pass Through Trustees hereunder, including the obligation of Class B Trustee to make
the loan contemplated by Article II, are subject to the fulfillment (or the waiver by such Pass
Through Trustee) prior to or on the Series B Closing Date of the following conditions precedent:




     (a) Authentication. Company shall have tendered the Series B Equipment
Notes to Loan Trustee for authentication, and Loan Trustee shall have authenticated such
Series B Equipment Notes and shall have tendered the Series B Equipment Notes to
Subordination Agent on behalf of Class B Trustee, against receipt of the loan proceeds, in
accordance with Section 2.02.



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     (b) No Changes in Law. No change shall have occurred after the date of
this Amendment in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation of law or
governmental regulations for Class B Trustee to make the loan contemplated by Section 2.01
or to acquire the Series B Equipment Notes.




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




     (i) the Amendment No. 1 to Intercreditor Agreement (2010-2), dated as of
the date hereof, among Company, Liquidity Providers, Pass Through Trustees and
Subordination Agent;




     (ii) the Class B Liquidity Facility;




     (iii) the Class B Trust Supplement; and




     (iv) the First Indenture Amendment.




     (d) [Reserved.]




     (e) Certain Closing Certificates. Each such Pass Through Trustee shall
have received the following:




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



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




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




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




     (f) Representations; No Event of Default or Event of Loss. On the Series
B Closing Date, the following statements shall be correct: (i) the representations
and warranties of Company herein are correct in all material respects as though made on and
as of such date, except to the extent that such representations and warranties relate
solely to an earlier date (in which case such representations and warranties are correct on
and as of such earlier date) and (ii) no event has occurred and is continuing that
constitutes an Event of Default or an Event of Loss or would constitute an Event of Default
or Event of Loss but for the requirement that notice be given or time elapse or both.




     (g) Opinion of Counsel to Company. Each such Pass Through Trustee and
Loan Trustee shall have received (i) an opinion addressed to it from the General
Counsel, Deputy General Counsel or an Associate General Counsel of Company (or such other
internal counsel to Company as shall be reasonably satisfactory to such Pass Through
Trustee) substantially in the form set forth in Exhibit B-1 and (ii) an opinion
addressed to it from Debevoise & Plimpton LLP substantially in the form set forth in
Exhibit B-2.



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     (h) Opinion of Counsel to U.S. Bank, Loan Trustee, Pass Through Trustees and
Subordination Agent. Each such Pass Through Trustee and Loan Trustee shall have
received an opinion addressed to it from Shipman & Goodwin LLP, special counsel for U.S.
Bank, Loan Trustee, Pass Through Trustees and Subordination Agent, substantially in the
form set forth in Exhibit C.




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




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




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




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




     (m) No Proceedings. No action or proceeding shall have been instituted
nor shall governmental action be threatened before any court or governmental agency, nor
shall any order, judgment or decree have been issued or proposed to be issued by any court
or governmental agency at the time of the



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Series B Closing to set aside, restrain, enjoin
or prevent the completion and consummation of this Amendment or the transactions
contemplated hereby.




     (n) Funding of Class B Pass Through Trust. Class B Trustee shall have
received in immediately available funds an amount at least equal to the aggregate purchase
price of the Series B Equipment Notes to be purchased from Company by Class B Trustee.




     (o) Governmental Approvals. All appropriate action required to have been
taken prior to the Series B Closing Date by the FAA or any governmental or political
agency, subdivision or instrumentality of the United States, in connection with the
transactions contemplated by this Amendment has been taken, and all orders, permits,
waivers, authorizations, exemptions and approvals of such entities required to be in effect
on the Series B Closing Date in connection with the transactions contemplated by this
Amendment have been issued.




     (p) Satisfaction of Conditions under Note Purchase Agreement and Other
Agreements. The conditions set forth in Section 4(a)(v) of the Note Purchase Agreement
(as in effect immediately prior to the Series B Closing), Section 2.02 of the Original
Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect
immediately prior to the Series B Closing) to the issuance of Series B Equipment Notes
shall have been complied with.




     (q) Issuance of Related Series B Equipment Notes. Concurrently with the
Series B Closing, Company shall have issued “Series B Equipment Notes” under all of the
Related Indentures in effect immediately prior to the Series B Closing.




     (r) Ratings Confirmation. Company shall have obtained the Rating Agency
Confirmation with respect to the Class A Certificates required by Section 4(a)(v) of the
Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and the
Ratings Confirmation with respect to the Class A Certificates required by Section 8.01(d)
of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing).



     Promptly upon the recording of the First Indenture Amendment pursuant to the Transportation
Code and the receipt of appropriate and correct recording information from the FAA, Company will
cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel
in Oklahoma City, Oklahoma to deliver



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to Subordination Agent, to Pass Through Trustees, to Loan
Trustee and to Company an opinion as to the due recording of such instrument and the lack of filing
of any intervening documents with respect to the Aircraft.



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




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




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




     (c) FAA Filing. The First Indenture Amendment shall have been duly filed
for recordation (or shall be in the process of being so duly filed for recordation) with
the FAA pursuant to the Transportation Code.




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



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




     (f) Certain Opinions of Special Delaware Counsel. Company shall have
received opinions addressed to it from Richards, Layton & Finger P.A., special Delaware
counsel for Pass Through Trustees, substantially in the forms set forth in Exhibit E-1, as
to tax matters, and Exhibit E-2, as to UCC matters.




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




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




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




     (j) Satisfaction of Conditions under Note Purchase Agreement and Other
Agreements. The conditions set forth in Section 4(a)(v) of the Note Purchase Agreement
(as in effect immediately prior to the Series B Closing), Section 2.02 of the Original
Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect
immediately prior to the Series B Closing) to the issuance of Series B Equipment Notes
shall have been complied with.




     (k) Issuance of Related Series B Equipment Notes. Concurrently with the
Series B Closing, Company shall have issued “Series B Equipment Notes”



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under all of the
Related Indentures in effect immediately prior to the Series B Closing.




     (l) Ratings Confirmation. Company shall have obtained the Rating Agency
Confirmation with respect to the Class A Certificates required by Section 4(a)(v) of the
Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and the
Ratings Confirmation with respect to the Class A Certificates required by Section 8.01(d)
of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing).



ARTICLE 4




REPRESENTATIONS AND WARRANTIES OF COMPANY



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




     (a) Organization; Authority; Qualification. Company is a corporation duly
incorporated and validly existing in good standing under the laws of the State of Delaware,
is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power
and authority to own its properties or hold them under lease and to enter into and perform
its obligations under this Amendment, the First Indenture Amendment, the Series B Equipment
Notes and the other Operative Documents to which it is a party and is duly qualified to do
business as a foreign corporation in good standing in each other jurisdiction in which the
failure to so qualify would have a material adverse effect on the consolidated financial
condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of
organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect
in the State of Delaware) is Delaware.




     (b) Corporate Action and Authorization; No Violations. The execution,
delivery and performance by Company of this Amendment, the First Indenture Amendment, the
Series B Equipment Notes and the other Operative Documents to which Company is a party have
been duly authorized by all necessary corporate action on the part of Company, do not
require any stockholder approval or approval or consent of any trustee or holder of any
indebtedness or obligations of Company, except such as have been duly obtained and are in
full force and effect, and do not contravene any law, governmental rule, regulation,
judgment or order binding on Company or the certificate of incorporation or by-laws of
Company or contravene or result in a breach of, or



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constitute a default under, or result in
the creation of any Lien (other than as permitted under the Indenture) upon the property of
Company under, any material indenture, mortgage, contract or other agreement to which
Company is a party or by which it or any of its properties may be bound or affected.




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




     (d) Valid and Binding Agreements. This Amendment, the First Indenture
Amendment, the Series B Equipment Notes and each other Operative Document to which Company
is a party have been duly executed and delivered by Company and constitute the legal, valid
and binding obligations of Company enforceable against Company in accordance with their
terms, except as the same may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally and by general
principles of equity and except, in the case of the Indenture, as limited by applicable
laws that may affect the remedies provided in the Indenture, which laws, however, do not
make the remedies provided in the Indenture inadequate for the practical realization of the
rights and benefits intended to be provided thereby.



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     (e) Filings and Recordation. Except for the filing for recordation
pursuant to the Transportation Code of the First Indenture Amendment, no further filing or
recording of any document is necessary under the laws of the United States or any state
thereof as of the Series B Closing Date in order to establish and perfect the security
interest in the Aircraft created under the Indenture in favor of Loan Trustee as against
Company and any third parties in any applicable jurisdiction in the United States.




     (f) Investment Company Act. Company is not required to be registered as
an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.




     (g) Title. As of the Series B Closing Date, (i) Company has good
title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the
Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance
with the terms of the Indenture, (iii) the Original Indenture has been duly
recorded (or filed for recordation) with the FAA pursuant to the Transportation Code, (iv)
the First Indenture Amendment has been duly filed for recordation (or shall be in the
process of being so duly filed for recordation) with the FAA pursuant to the Transportation
Code, (v) the Aircraft is duly registered with the FAA in the name of Company, and
(vi) the registration of the International Interests created under the Indenture
with respect to the Aircraft has been effected on the International Registry in accordance
with the Cape Town Treaty.




     (h) Section 1110. Loan Trustee is entitled to the benefits of Section
1110 with respect to the Aircraft subject to the Lien of the Indenture on the Series B
Closing Date.




     (i) Security Interest. The Indenture creates in favor of Loan Trustee,
for the benefit of Noteholders, Indenture Indemnitees and Related Indenture Indemnitees, a
valid and perfected Lien on the Aircraft subject to the Lien of the Indenture on the Series
B Closing Date, subject to no equal or prior Lien, except Permitted Liens.




     (j) Licenses, Permits and Franchises. Company holds all licenses, permits
and franchises from the appropriate government entities necessary to authorize Company
lawfully to engage in air transportation and to carry on scheduled commercial passenger
service as currently conducted, except where the failure to so hold any such license,
permit or franchise would not have a material



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adverse effect on the financial condition or
operations of Company and its consolidated subsidiaries, taken as a whole.




     (k) No Prior Amendments or Supplements. Except for the documents
described in Section 3.01(c) of this Amendment, there have been no amendments or
supplements to the documents referred to in Section 3.01(c) of the Original Participation
Agreement.



ARTICLE 5




REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK



     Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank,
generally, and each of Loan Trustee, Subordination Agent and Pass Through Trustees as it relates to
it, represents, warrants and covenants that:




     (a) Organization; Authority. U.S. Bank is a national banking association
duly organized and validly existing in good standing under the laws of the United States,
is eligible to be Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply
with Section 8.01(a) of the Indenture and has full power, authority and legal right to
enter into and perform its obligations under this Amendment, the First Indenture Amendment,
the Series B Equipment Notes, each of the other Operative Documents and the Pass Through
Documents to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through
Trustee is a party and, in its capacity as Loan Trustee and Class B Trustee, respectively,
to authenticate the Series B Equipment Notes and the Class B Certificates, respectively.
U.S. Bank is qualified to act as Loan Trustee under Section 8.01(c) of the Indenture. U.S.
Bank is a Citizen of the United States (without the use of a voting trust agreement), and
will resign as Loan Trustee under the Indenture promptly after it obtains actual knowledge
that it has ceased to be such a Citizen of the United States.




     (b) Due Authorization; No Violations. The execution, delivery and
performance by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination
Agent or such Pass Through Trustee, as the case may be, of this Amendment, the First
Indenture Amendment, the Series B Equipment Notes, each of the other Operative Documents
and each of the Pass Through Documents to which U.S. Bank, Loan Trustee, Subordination
Agent or such Pass Through Trustee is a party, the performance by U.S. Bank, individually
or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as
the case



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may be, of its obligations hereunder or thereunder and the consummation on the
Series B Closing Date of the transactions contemplated hereby or thereby, and the
authentication of the Series B Equipment Notes and Class B Certificates to be delivered on
the Series B Closing Date: (i) have been duly authorized by all necessary action
on the part of U.S. Bank, Loan Trustee, Subordination Agent and such Pass Through Trustee,
as the case may be, (ii) do not violate any law or regulation of the United States
or of the state of the United States in which U.S. Bank is located and which governs the
banking and trust powers of U.S. Bank or any order, writ, judgment or decree of any court,
arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee, Subordination
Agent or such Pass Through Trustee or any of their assets, (iii) will not violate
any provision of the articles of association or by-laws of U.S. Bank and (iv) will
not violate any provision of, or constitute a default under, any mortgage, indenture,
contract, agreement or undertaking to which any of U.S. Bank, Loan Trustee, Subordination
Agent or such Pass Through Trustee is a party or by which any of them or their respective
properties may be bound or affected.




     (c) Approvals. Neither the execution and delivery by U.S. Bank,
individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through
Trustee, as the case may be, of this Amendment, the First Indenture Amendment, the Series B
Equipment Notes, any other Operative Document or any Pass Through Document to which U.S.
Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee is a party, nor the
consummation by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee
of any of the transactions contemplated hereby or thereby, requires the authorization,
consent or approval of, the giving of notice to, the filing or registration with, or the
taking of any other action in respect of, (i) any governmental authority or agency
of the United States or the state of the United States where U.S. Bank is located and
regulating the banking and trust powers of U.S. Bank or (ii) any trustee or other
holder of any debt of U.S. Bank.




     (d) Valid and Binding Agreements. This Amendment, the First Indenture
Amendment, the Series B Equipment Notes, each other Operative Document and each Pass
Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through
Trustee is a party have been duly executed and delivered by U.S. Bank, individually and in
its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case
may be, and constitute the legal, valid and binding obligations of U.S. Bank, Loan Trustee,
Subordination Agent and such Pass Through Trustee, as the case may be, enforceable against
it in accordance with its terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the rights of
creditors generally and by general principles of equity.



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     (e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees
with and for the benefit of the parties to this Amendment that it will not directly or
indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party
Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly
take such action as may be necessary to discharge and satisfy in full any such Lien.




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




     (g) Funds Transfer Fees. Each of U.S. Bank, Loan Trustee, Subordination
Agent and such Pass Through Trustee agrees that it will not impose any lifting charge,
cable charge, remittance charge or any other charge or fee on any transfer by Company of
funds to, through or by U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through
Trustee pursuant to this Amendment, the First Indenture Amendment, the Series B Equipment
Notes, any other Operative Document or any Pass Through Document, except as may be
otherwise agreed to in writing by Company.




     (h) Confidentiality. Each of U.S. Bank, Loan Trustee, Subordination Agent
and such Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the
Indenture.




     (i) Certain Tax Matters. There are no Taxes payable by (i) U.S.
Bank, Loan Trustee or Subordination Agent imposed by the Commonwealth of Massachusetts or
any political subdivision or taxing authority thereof, or (ii) U.S. Bank or such
Pass Through Trustee imposed by the State of Delaware or any political subdivision or
taxing authority thereof, in connection with the execution, delivery or performance by U.S.
Bank, Loan Trustee or Subordination Agent on the one hand, or U.S. Bank or such Pass
Through Trustee, on the other, of this Amendment, the First Indenture Amendment, the Series
B Equipment Notes, any other Operative Document or any Pass Through Document (other than
franchise or other taxes based on or measured by any fees or compensation received by any
such Person for services rendered in connection with the transactions contemplated by this
Amendment, the First Indenture Amendment, the Series B Equipment Notes, the other Operative
Documents or the Pass Through Documents), and there are no Taxes payable by such Pass
Through Trustee imposed by the State of Delaware or any political subdivision thereof in
connection with the acquisition, possession or ownership by such Pass Through



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Trustee of
any of the Equipment Notes (other than franchise or other taxes based on or measured by any
fees or compensation received by such Pass Through
Trustee for services rendered in
connection with the transactions contemplated by this Amendment, the First Indenture
Amendment, the Series B Equipment Notes, the other Operative Documents or the Pass Through
Documents) and, assuming that the Pass Through Trusts will not be taxable for Federal
income tax purposes as corporations, but, rather, will be characterized for such purposes
as grantor trusts or partnerships, such Pass Through Trusts will not be subject to any
Taxes imposed by the State of Delaware or any political subdivision thereof.




     (j) Limitation on Situs of Activities. Except with the consent of
Company, which shall not be unreasonably withheld: (i) 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 (ii) U.S. Bank will act as
Subordination Agent and Loan Trustee solely through its offices within the Commonwealth of
Massachusetts, 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.




     (k) No Proceedings. There are no pending or, to its knowledge, threatened
actions or proceedings against U.S. Bank, Loan Trustee, Subordination Agent or such Pass
Through Trustee before any court or administrative agency which individually or in the
aggregate, if determined adversely to it, would materially adversely affect the ability of
U.S. Bank, Loan Trustee, Subordination Agent or such Pass Through Trustee to perform its
obligations under this Amendment, the First Indenture Amendment, the Series B Equipment
Notes, any other Operative Document or any Pass Through Document.




     (l) Other Representations. The representations and warranties contained
in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust
Supplement are true, complete and correct as of the Series B Closing Date.



ARTICLE 6




FEES AND EXPENSES



     Section 6.01. Fees and Expenses. Company agrees promptly to pay (without
duplication of any other obligation Company may have to pay such amounts) (1) the



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initial
and annual fees and (to the extent Loan Trustee is entitled to be reimbursed for its reasonable
expenses) the reasonable expenses of Loan Trustee in connection with the transactions contemplated
hereby and (2) the following expenses incurred by Loan Trustee, Subordination Agent and
Pass Through Trustees in connection with the negotiation, preparation, execution and delivery of
this Amendment, the First Indenture Amendment and the other documents or instruments referred to
herein or therein:




     (i) the reasonable fees, expenses and disbursements of (A) Shipman
& Goodwin LLP, special counsel for Loan Trustee, Subordination Agent and Pass
Through Trustees, (B) Richards, Layton & Finger, P.A., special Delaware
counsel for Pass Through Trustees and Company, and (C) Daugherty, Fowler,
Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in
Oklahoma City, Oklahoma, in each case to the extent actually incurred; and




     (ii) all reasonable expenses actually incurred in connection with printing
and document production or reproduction expenses.



ARTICLE 7




MISCELLANEOUS



     Section 7.01. Effective Time. The amendments to the Original Participation
Agreement contemplated hereby and the agreements set forth herein shall be effective as of the time
of the Series B Closing. Effective as of the time of the Series B Closing, U.S. Bank Trust
National Association, as Class B Trustee, and U.S. Bank Trust National Association, as
Subordination Agent and Noteholder of the Series B Equipment Notes, each shall be deemed to be a
party to the Participation Agreement and shall have all of the rights and obligations of a “Pass
Through Trustee”, a “Noteholder”, an “Indemnitee” and “Indenture Indemnitee”, respectively, under
the Participation Agreement and the other Operative Documents.



     Section 7.02. Ratification and Agreements. Except as expressly amended hereby,
the Original Participation Agreement shall remain in full force and effect, and this Amendment
shall be construed as supplemental to the Participation Agreement and shall form a part thereof.
For the avoidance of doubt, the parties hereto agree that the Series B Equipment Notes referred to
herein shall constitute “Series B Equipment Notes” and “Equipment Notes”, the Class B Certificates
referred to herein shall constitute “Class B Certificates” and “Pass Through Certificates”, the
Class B Liquidity Facility referred to herein shall constitute the “Class B Liquidity Facility” and
a “Liquidity



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Facility”, the Class B Pass Through Trust referred to herein shall constitute the
“Class B Pass Through Trust” and a “Pass Through Trust” and the Class B Trustee referred to herein
shall constitute the “Class B Trustee” and a “Pass Through Trustee”, in each case for all purposes
of the Participation Agreement, the Indenture and the other Operative Documents.



     Section 7.03. Survival of Representations, Warranties, Covenants and Agreements.
Except as otherwise provided herein, the representations, warranties, covenants and agreements of
Company, U.S. Bank, Loan Trustee, Subordination Agent, each Pass Through Trustee and Noteholders
herein, and each of their obligations hereunder, shall survive the making of the loans, the
transfer of any interest by any Noteholder of its Equipment Note and the expiration or termination
(to the extent arising out of acts or events occurring prior to such expiration) of this Amendment,
the First Indenture Amendment or any other Operative Document.



     Section 7.04. Governing Law. THIS AMENDMENT HAS BEEN DELIVERED IN THE STATE OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.



     Section 7.05. Severability. To the extent permitted by applicable law, any
provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 7.06. No Oral Modifications or Continuing Waivers; Consents. Subject to
Section 9.03 of the Indenture, no terms or provisions of this Amendment may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by the party against
which the enforcement of the change, waiver, discharge or termination is sought. No such change,
waiver, discharge or termination shall be effective unless a signed copy thereof is delivered to
Loan Trustee.



     Section 7.07. Effect of Headings and Table of Contents. The headings of the
various Articles and Sections herein and in the Table of Contents are for convenience of reference
only and do not define or limit any of the terms or provisions hereof.



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     Section 7.08. Successors and Assigns. All covenants, agreements, representations
and warranties in this Amendment by Company, by U.S. Bank, individually or as Loan Trustee,
Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the
benefit of and be enforceable by Company, and subject to the terms of Section 6.02(e) of the
Participation Agreement, its successors and permitted assigns, each Pass Through Trustee and any
successor or other trustee under the Pass Through Trust Agreement to which it is a party,
Subordination Agent and its successor under the Intercreditor Agreement and Loan Trustee and its
successor under the Indenture, whether so expressed or not.



     Section 7.09. Benefits of Agreement. Nothing in this Amendment, express or
implied, gives to any Person, other than the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Amendment, except as expressly
provided herein.



     Section 7.10. Counterparts. This Amendment may be executed in any number of
counterparts. Each of the parties hereto shall not be required to execute the same counterpart.
Each counterpart of this Amendment including a signature page or pages executed by each of the
parties hereto shall be an original counterpart of this Amendment, but all of such counterparts
shall together constitute one instrument.



[Remainder of page intentionally left blank.]




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



	 	 	 	 	 
	 	DELTA AIR LINES, INC.

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

Pass Through Trustee under each of the Pass Through

Trust Agreements

 	 
	 	By:  	/s/ John G. Correia
 	 
	 	 	Name:  	John G. Correia 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent

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



Signature Page




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	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee

 	 
	 	By:  	/s/ John G. Correia
 	 
	 	 	Name:  	John G. Correia 	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity as set forth herein

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



Signature Page




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SCHEDULE I




SCHEDULE I to

PARTICIPATION AGREEMENT




EQUIPMENT NOTES,

PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS




	 	 	 	 	 	 	 	 	 
	 	 	Description of	 	 	 	Interest	 	Original Principal
	Purchaser	 	Equipment Notes	 	Maturity	 	Rate	 	Amount
	Delta Air Lines 

Pass Through 

Trust 2010-2A
	 	Series 2010-2A-01

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Equipment Note
	 	November 23, 2018
	 	4.95%
	 	$20,563,000
	Delta Air Lines 

Pass Through 

Trust 2010-2B
	 	Series 2010-2B-01

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Equipment Note
	 	November 23, 2015
	 	6.75%
	 	$5,686,000






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SCHEDULE II to

PARTICIPATION AGREEMENT




TRUST SUPPLEMENTS




     Class A Pass Through Trust: Trust Supplement No. 2010-2A, dated as of November 22, 2010,
between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2A.



     Class B Pass Through Trust: Trust Supplement No. 2010-2B, dated as of February 14, 2011,
between Company and Pass Through Trustee in respect of Delta Air Lines Pass Through Trust 2010-2B.



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