exv4w7






Exhibit 4.7




EXECUTION COPY




 





ESCROW AND PAYING AGENT AGREEMENT

(Class B)




Dated as of February 14, 2011



among



U.S. BANK NATIONAL ASSOCIATION



as Escrow Agent



MORGAN STANLEY & CO. INCORPORATED,



DEUTSCHE BANK SECURITIES INC.,



and



GOLDMAN, SACHS & CO.,



as Underwriters



U.S. BANK TRUST NATIONAL ASSOCIATION,



not in its individual capacity,

but solely as Pass Through Trustee

for and on behalf of

Delta Air Lines Pass Through Trust 2010-2B



as Pass Through Trustee



and



U.S. BANK TRUST NATIONAL ASSOCIATION



as Paying Agent



 








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Table of Contents




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Escrow Agent
	 	 	2	 
	 
	 	 	 	 
	Section 1.01. Appointment of Escrow Agent
	 	 	2	 
	Section 1.02. Instruction; Etc.
	 	 	3	 
	Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts
	 	 	5	 
	Section 1.04. Payments to Receiptholders
	 	 	6	 
	Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt
	 	 	6	 
	Section 1.06. Additional Escrow Amounts
	 	 	7	 
	Section 1.07. Resignation or Removal of Escrow Agent
	 	 	7	 
	Section 1.08. Persons Deemed Owners
	 	 	7	 
	Section 1.09. Further Assurances
	 	 	7	 
	 
	 	 	 	 
	SECTION 2. Paying Agent
	 	 	8	 
	 
	 	 	 	 
	Section 2.01. Appointment of Paying Agent
	 	 	8	 
	Section 2.02. Establishment of Paying Agent Account
	 	 	8	 
	Section 2.03. Payments from Paying Agent Account
	 	 	8	 
	Section 2.04. Withholding Taxes
	 	 	10	 
	Section 2.05. Resignation or Removal of Paying Agent
	 	 	10	 
	Section 2.06. Notice of Final Withdrawal
	 	 	11	 
	Section 2.07. Notice of Event of Loss Withdrawal
	 	 	11	 
	Section 2.08. Further Assurances
	 	 	12	 
	 
	 	 	 	 
	SECTION 3. Payments
	 	 	12	 
	 
	 	 	 	 
	SECTION 4. Other Actions
	 	 	12	 
	 
	 	 	 	 
	SECTION 5. Representations and Warranties of the Escrow Agent
	 	 	13	 
	 
	 	 	 	 
	SECTION 6. Representations and Warranties of the Paying Agent
	 	 	14	 
	 
	 	 	 	 
	SECTION 7. Indemnification
	 	 	15	 
	 
	 	 	 	 
	SECTION 8.
Amendment, Etc.
	 	 	15	 
	 
	 	 	 	 
	SECTION 9. Notices
	 	 	16	 






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	 	 	Page	 
	SECTION 10. Transfer
	 	 	17	 
	 
	 	 	 	 
	SECTION 11. Entire Agreement
	 	 	17	 
	 
	 	 	 	 
	SECTION 12. Governing Law
	 	 	17	 
	 
	 	 	 	 
	SECTION 13. Submission to Jurisdiction in New York
	 	 	17	 
	 
	 	 	 	 
	SECTION 14. Waiver of Jury Trial Right
	 	 	18	 
	 
	 	 	 	 
	SECTION 15. Counterparts
	 	 	18	 
	 
	 	 	 	 
	SECTION 16. Rights of Holders
	 	 	18	 
	 
	 	 	 	 
	Exhibit A     Form of Escrow Receipt
	 	 	 	 
	Exhibit B     Form of Withdrawal Certificate
	 	 	 	 






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ESCROW AND PAYING AGENT AGREEMENT

(Class B)




     This ESCROW AND PAYING AGENT AGREEMENT (Class B), dated as of February 14, 2011 (as amended,
modified or supplemented from time to time, this “Agreement”), is made by and among 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”); MORGAN STANLEY & CO.
INCORPORATED, DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO., as underwriters of the
Certificates referred to below (the “Underwriters” and together with their respective
transferees and assigns as registered owners of the Certificates, the “Investors”) under
the Underwriting Agreement referred to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity except as otherwise expressly provided herein,
but solely as trustee (in such capacity, together with its successors in such capacity, the
“Pass Through Trustee”) under the Pass Through Trust Agreement referred to below; and U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association, as paying agent hereunder (in such
capacity, together with its successors in such capacity, the “Paying Agent”).



W
I T N E S S E T H:




     WHEREAS, Delta Air Lines, Inc. (“Delta”) and the Pass Through Trustee have entered
into a Trust Supplement, dated as of February 14, 2011 (the “Trust Supplement”), to the
Pass Through Trust Agreement, dated as of November 16, 2000 (together, as amended, modified or
supplemented from time to time in accordance with the terms thereof, the “Pass Through Trust
Agreement”), relating to Delta Air Lines Pass Through Trust 2010-2B (the “Pass Through
Trust”) pursuant to which the Delta Air Lines Pass Through Trust, Series 2010-2B Certificates
referred to therein (the “Certificates”) are being issued (the date of such issuance, the
“Issuance Date”);



     WHEREAS, Delta has entered into an Underwriting Agreement, dated February 7, 2011 (as amended,
modified or supplemented from time to time in accordance with the terms thereof, the
“Underwriting Agreement”), with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities
Inc. and Goldman, Sachs & Co., as representatives of the Underwriters, pursuant to which the Pass
Through Trustee will issue and sell the Certificates to the Underwriters;



     WHEREAS, Delta, the Pass Through Trustee and certain other persons concurrently herewith are
entering into the Amended and Restated Note Purchase Agreement, dated as of the date hereof (the
“Note Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the
Note Purchase Agreement)



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equipment notes (the “Equipment Notes”) issued in respect of aircraft owned by Delta
utilizing a portion of the proceeds from the sale of the Certificates (the “Net Proceeds”);




     WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in
escrow by the Escrow Agent on behalf of the Investors, subject to withdrawal upon request by the
Pass Through Trustee and satisfaction of the conditions set forth in the Note Purchase Agreement
for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be
deposited on behalf of the Escrow Agent with The Bank of New York Mellon, as Depositary (the
“Depositary”, which shall also be deemed to refer to any Replacement Depositary (as defined
in the Note Purchase Agreement) from and after the date on which the Deposits are transferred to
such Replacement Depositary) under the Deposit Agreement (Class B), dated as of the date hereof,
between the Depositary and the Escrow Agent relating to the Pass Through Trust (as amended,
modified, supplemented or replaced from time to time in accordance with the terms thereof, the
“Deposit Agreement”, which shall also be deemed to refer to any Replacement Deposit
Agreement (as defined in the Note Purchase Agreement) to which the Escrow Agent becomes a party
pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits from the
Depositary to the Replacement Depositary) pursuant to which, among other things, the Depositary
will pay interest for distribution to the Investors and establish accounts from which the Escrow
Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee;



     WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be
distributed to the Investors in accordance with this Agreement; and



     WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Pass Through Trust Agreement.



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



     SECTION 1. Escrow Agent.



     Section 1.01. Appointment of Escrow Agent. Each of the Underwriters, for and on
behalf of each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow
Agent to act as escrow agent hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto. Any and all money
received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held
in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is
irrevocable and the Investors’ rights with respect to any monies received and held in escrow by the
Escrow



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Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms
and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used
in this sentence shall include reference to its affiliates and its own and its affiliates’
officers, directors, employees and agents): (a) shall have no duties or responsibilities
except those expressly set forth in this Agreement; (b) shall not be responsible for any
recitals, statements, representations or warranties of any person other than itself contained in
this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the
Investors or any other person or entity (other than the Escrow Agent) to perform any of its
obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof);
(c) may consult with legal counsel in connection with its duties hereunder and under the
Deposit Agreement and shall be fully protected if any action taken, suffered or permitted by it in
good faith in accordance with the advice of counsel selected by it with due care; (d) shall
not be responsible for any action taken or omitted to be taken by it hereunder or provided for
herein or in connection herewith, except for its own willful misconduct or gross negligence (or
simple negligence in connection with the handling of funds); and (e) shall in no event be
liable for punitive, incidental or consequential damages.




     Section 1.02. Instruction; Etc. The Underwriters, for and on behalf of each of
the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees:



          (a) to enter into the Deposit Agreement, and, if applicable, in accordance with
Section 5 of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement
with the Replacement Depositary;



          (b) to appoint the Paying Agent as provided in this Agreement;



          (c) upon receipt at any time and from time to time prior to the Termination Date (as
defined below) of a certificate substantially in the form of Exhibit B hereto (a “Withdrawal
Certificate”) executed by the Pass Through Trustee, together with an attached Notice of
Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed
by the Pass Through Trustee (the “Applicable Notice of Purchase Withdrawal” and the
withdrawal to which it relates, a “Purchase Withdrawal”), immediately to execute the
Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by
facsimile transmission in accordance with the Deposit Agreement; provided that, upon the
request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such
Applicable Notice of Purchase Withdrawal;



          (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee,
together with an attached Notice of Replacement Withdrawal (as such



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term is defined in the Deposit Agreement) in substantially the form of Exhibit C to the
Deposit Agreement duly completed by the Pass Through Trustee, to:





          (X) immediately execute such Notice of Replacement Withdrawal as Escrow Agent and
transmit it to the Depositary by facsimile transmission in accordance with the Deposit
Agreement requesting a withdrawal, on the date specified in such notice, which shall not be
less than five Business Days after such notice is given (the “Replacement Withdrawal
Date”), of (x) with respect to all Deposits then held by the Depositary,
(1) the entire amount of such Deposits together with (2) all accrued and
unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date and
(y) with respect to all Deposits, if any, previously withdrawn pursuant to the
Applicable Notices of Purchase Withdrawal, all accrued and unpaid interest on such Deposits
to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the
amounts in the immediately preceding clauses (x) and (y), a “Replacement
Withdrawal”); and




          (Y) direct the Depositary to transfer (i) the amounts requested to be
withdrawn pursuant to clause (x) of the immediately preceding paragraph, to the Replacement
Depositary in accordance with the Replacement Deposit Agreement and (ii) the
amounts requested to be withdrawn pursuant to clause (y) of the immediately preceding
paragraph, to the Paying Agent Account (as defined below);



          (e) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee,
together with an attached Notice of Event of Loss Withdrawal (as such term is defined in the
Deposit Agreement) in substantially the form of Exhibit D to the Deposit Agreement duly completed
by the Pass Through Trustee, to:




          (X) immediately execute such Notice of Event of Loss Withdrawal as Escrow Agent
and transmit it to the Depositary by facsimile transmission in accordance with the Deposit
Agreement requesting a withdrawal, on the date specified in such notice, which shall not be
less than 15 days after such notice is given (the “Event of Loss Withdrawal Date”),
of the Deposit specified in such Notice of Event of Loss Withdrawal together with all
accrued and unpaid interest on such Deposit to but excluding the Event of Loss Withdrawal
Date (an “Event of Loss Withdrawal”); and




          (Y) direct the Depositary to transfer the amounts requested to be withdrawn
pursuant to the immediately preceding paragraph, to the Paying Agent Account (as defined
below);



          (f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the
“Termination Date”, which shall mean the earlier of (i) the Outside Termination
Date (as defined below) and (ii) the day on which the Escrow Agent receives



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notice from the Pass Through Trustee that the Pass Through Trustee’s obligation to purchase
Equipment Notes under the Note Purchase Agreement has terminated and the Cut-Off Date has occurred,
to immediately give notice to the Depositary (with a copy to the Paying Agent) substantially in the
form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining
Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on
the 15th day after the date that such notice of withdrawal is given to the Depositary
(or, if not a Business Day, on the next succeeding Business Day) (the “Final Withdrawal”);
provided that, if the day scheduled for the Final Withdrawal in accordance with the
foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent
shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the
date of such requested withdrawal, the “Final Withdrawal Date”). If for any reason the
Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before
the Outside Termination Date and there are unwithdrawn Deposits on such date, the Final Withdrawal
Date shall be deemed to be the Outside Termination Date. The term “Outside Termination
Date” shall mean October 31, 2011.




     Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow
Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date
hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount
in U.S. dollars (“Dollars”) and immediately available funds equal to $58,797,000 for
deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of
the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt by the
Depositary of such sum from the Underwriters, to confirm such receipt by executing and delivering
to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (each, an “Escrow
Receipt” and, collectively, the “Escrow Receipts”) (a) to be affixed by the
Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest
(the “Escrow Interest”) in the Account Amounts (as defined below) as the Fractional
Undivided Interest in the Pass Through Trust evidenced by the Certificate to which such Escrow
Receipt is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for
attachment to each Certificate newly issued under and in accordance with the Pass Through Trust
Agreement an executed Escrow Receipt as the Pass Through Trustee may from time to time request of
the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the
“Register”) maintained by the Escrow Agent in the name of the same holder that is the
holder of the Certificate to which such Escrow Receipt is attached and may not thereafter be
detached from such Certificate to which it is to be affixed. No Escrow Receipt may be assigned or
transferred except in connection with the assignment or transfer of the Certificate to which such
Escrow Receipt is affixed. After the termination of the Deposit Agreement (or, if applicable, any
Replacement Deposit Agreement), no additional Escrow Receipts shall be issued and the Pass Through
Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow
Receipts.



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     Section 1.04. Payments to Receiptholders. All payments and distributions made to
a holder (each, a “Receiptholder” and, collectively, the “Receiptholders”) of an
Escrow Receipt in respect of such Escrow Receipt shall be made only from amounts deposited in the
Paying Agent Account (as defined below) (the “Account Amounts”). Each Receiptholder, by
its acceptance of an Escrow Receipt, agrees that (a) it will look solely to the Account
Amounts for any payment or distribution due to such Receiptholder pursuant to the terms of such
Escrow Receipt and this Agreement (subject to Section 16 hereof) and (b) it will
have no recourse to Delta, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except
as expressly provided herein or in the Pass Through Trust Agreement. No Receiptholder shall have
any right to vote or in any manner otherwise control the operation and management of the Paying
Agent Account (as defined below) or the obligations of the parties hereto, nor shall anything set
forth herein, or contained in the terms of any Escrow Receipt, be construed so as to constitute the
Receiptholders from time to time as partners or members of an association.



     Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a)
any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives
evidence to its satisfaction of the destruction, loss or theft of any Escrow Receipt and
(b) there is delivered to the Escrow Agent and the Pass Through Trustee such security,
indemnity or bond, as may be required by them to hold each of them harmless, then, absent notice to
the Escrow Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has
been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall
execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Escrow Receipt, a new Escrow Receipt or Escrow Receipts of like Escrow Interest in the Account
Amounts and bearing a number not contemporaneously outstanding.



     In connection with the issuance of any new Escrow Receipt under this Section 1.05, the
Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Pass Through Trustee and the Escrow Agent) connected therewith.



     Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute
conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally
issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time.



     The provisions of this Section 1.05 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Escrow Receipts.



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     Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal,
the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn
in accordance with Section 2.4 of the Deposit Agreement.



     Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment
and acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any
time by giving 30 days’ prior written notice thereof to the Investors, but may not otherwise be
removed except for cause by the written consent of the Investors with respect to Investors
representing Escrow Interests aggregating not less than a majority in interest in the Account
Amounts (an “Action of Investors”). Upon any such resignation or removal, the Investors,
by an Action of Investors, shall have the right to appoint a successor Escrow Agent. If no
successor Escrow Agent shall have been so appointed and shall have accepted such appointment within
30 days after the retiring Escrow Agent’s giving of notice of resignation or the removal of the
retiring Escrow Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any
successor Escrow Agent shall be a bank which has an office in the United States with a combined
capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall enter into such
documents as the Pass Through Trustee shall require and shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Escrow Agent, and the
retiring Escrow Agent shall be discharged from its duties and obligations hereunder. No
resignation or removal of the Escrow Agent shall be effective unless a written confirmation shall
have been obtained from each of Standard & Poor’s Ratings Services, a Standard & Poor’s Financial
Services LLC business, and Moody’s Investors Service, Inc. that the replacement of the Escrow Agent
with the successor Escrow Agent will not result in (a) a reduction of the rating for the
Certificates below the then current rating for the Certificates or (b) a withdrawal or
suspension of the rating of the Certificates.



     Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate
for registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose
name any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow
Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other
purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any
notice to the contrary.



     Section 1.09. Further Assurances. Without limiting Sections 4 and
8 of this Agreement, the Escrow Agent agrees to take such actions, and execute such other
documents, as may be reasonably requested by the Pass Through Trustee in order to effectuate the
purposes of this Agreement, the Note Purchase Agreement or the Deposit Agreement and the
performance by the Escrow Agent of its obligations hereunder or thereunder.



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     SECTION 2. Paying Agent.



     Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably
appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of
the Investors, for such specific purposes and with such powers as are specifically delegated to the
Paying Agent by the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Paying Agent under this Agreement
or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the
Investors. The Paying Agent (which term as used in this sentence shall include reference to its
affiliates and its own and its affiliates’ officers, directors, employees and agents): (a)
shall have no duties or responsibilities except those expressly set forth in this Agreement, and
shall not by reason of this Agreement be a trustee for the Escrow Agent; (b) shall not be
responsible for any recitals, statements, representations or warranties of any person other than
itself contained in this Agreement or for the failure by the Escrow Agent or any other person or
entity (other than the Paying Agent) to perform any of its obligations hereunder (whether or not
the Paying Agent shall have any knowledge thereof); (c) may consult with legal counsel in
connection with its duties hereunder and under the Deposit Agreement and shall be fully protected
if any action taken, suffered or permitted by it in good faith in accordance with the advice of
counsel selected by it with due care; (d) shall not be responsible for any action taken or
omitted to be taken by it hereunder or provided for herein or in connection herewith, except for
its own willful misconduct or gross negligence (or simple negligence in connection with the
handling of funds); and (e) shall in no event be liable for punitive, incidental or
consequential damages.



     Section 2.02. Establishment of Paying Agent Account. Upon the execution of this
Agreement, the Paying Agent shall establish and maintain a segregated trust account (the
“Paying Agent Account”) with the corporate trust department of U.S. Bank Trust National
Association in the name of the Escrow Agent, bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the Escrow Agent. It is expressly
understood by the parties hereto that the Paying Agent is acting as the paying agent and trustee of
the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute
part of the Trust Property. The Paying Agent shall be under no obligation to invest any amounts
held by it pursuant to the terms of this Agreement and the funds held in the Paying Agent Account
shall not earn or accrue interest.



     Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby
irrevocably instructs the Paying Agent, and the Paying Agent agrees to act, as follows:



          (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon
thereafter as the Paying Agent has confirmed receipt in the Paying
Agent Account from the Depositary of any amount in respect of accrued interest on the



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Deposits
(other than as part of any Replacement Withdrawal, Event of Loss Withdrawal or Final Withdrawal),
the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited
therein by the Depositary. There shall be so distributed to each Receiptholder of record in the
Register on the 15th day (whether or not a Business Day) preceding such Interest Payment
Date by check mailed to such Receiptholder, at the address appearing in the Register, such
Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such
Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent
Account on such date, except that, with respect to Escrow Receipts registered on the record date
specified above in the name of a nominee of The Depository Trust Company (“DTC”), such
distribution shall be made by wire transfer in immediately available funds to the account
designated by DTC.




          (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from
the Depositary of any amount in respect of any Final Withdrawal or any Event of Loss Withdrawal,
the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal or such Event
of Loss Withdrawal deposited therein by the Depositary. There shall be so distributed to each
Receiptholder of record on the 15th day (whether or not a Business Day) preceding the
Final Withdrawal Date or the Event of Loss Withdrawal Date, as applicable, by check mailed to such
Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based
on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in
the Paying Agent Account on account of such Final Withdrawal or such Event of Loss Withdrawal,
except that, with respect to Escrow Receipts registered on the record date specified above in the
name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available
funds to the account designated by DTC.



          (c) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from
the Depositary of any amount referred to in clause (y) of Section 1.02(d)(X) in respect of
the Replacement Withdrawal, on the immediately succeeding Interest Payment Date, the Paying Agent
shall distribute out of the Paying Agent Account the entire such amount deposited therein by the
Depositary. There shall be so distributed to each Receiptholder of record in the Register on the
15th day (whether or not a Business Day) preceding such Interest Payment Date by check
mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro
rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the
total amount of interest deposited by the Depositary in the Paying Agent Account on such date,
except that, with respect to Escrow Receipts registered on the record date specified above in the
name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available
funds to the account designated by DTC.



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          (d) If any payment of interest referred to in Section 2.03(a) or of interest or
principal in respect of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss
Withdrawal is not received by the Paying Agent within five days of the applicable date when due,
then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same
basis as a Special Payment is distributed under the Pass Through Trust Agreement.



          (e) The Paying Agent shall include with any check mailed pursuant to this Section
2.03 any notice required to be distributed under the Pass Through Trust Agreement that is
furnished to the Paying Agent by the Pass Through Trustee.



     Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from
each distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any
amount in respect of any Final Withdrawal and any Event of Loss Withdrawal any and all withholding
taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding
agent and, in connection therewith, whenever any present or future taxes or similar charges are
required to be withheld with respect to any amounts payable in respect of the Deposits (as defined
in the Deposit Agreement) or the escrow amounts, to withhold such amounts and timely pay the same
to the appropriate authority in the name of and on behalf of the Receiptholders, that it will file
any necessary withholding tax returns or statements when due, and that, as promptly as possible
after the payment thereof, it will deliver to each such Receiptholder appropriate documentation
showing the payment thereof, together with such additional documentary evidence as such
Receiptholder may reasonably request from time to time. The Paying Agent agrees to file any other
information reports as it may be required to file under United States law.



     Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment
and acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any
time by giving 30 days’ prior written notice thereof to the Escrow Agent, but may not otherwise be
removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow
Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall
have been so appointed and shall have accepted such appointment within 30 days after the retiring
Paying Agent’s giving of notice of resignation or the removal of the retiring Paying Agent, then
the retiring Paying Agent may appoint a successor Paying Agent. Any successor Paying Agent shall
be a bank which has an office in the United States with a combined capital and surplus of at least
$100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor
Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall
require and shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its
duties and obligations hereunder.



Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


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     Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying
Agent of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal
will be made, the Paying Agent shall cause notice of the distribution of the Final Withdrawal to be
mailed to each of the Receiptholders at its address as it appears in the Register. Subject to the
proviso at the end of the first sentence of Section 1.02(f) and the second sentence of
Section 1.02(f), such notice shall be mailed not less than 15 days prior to the Final
Withdrawal Date. Such notice shall set forth:




          (i) the Final Withdrawal Date and the date for determining Receiptholders of
record who shall be entitled to receive distributions in respect of the Final Withdrawal,




          (ii) the amount of the payment in respect of the Final Withdrawal for each $1,000
face amount Certificate (based on information provided by the Pass Through Trustee) and the
amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and
interest thereon, and




          (iii) if the Final Withdrawal Date is the same date as a Regular Distribution
Date, the total amount to be received on such date for each $1,000 face amount Certificate
(based on information provided by the Pass Through Trustee).



     Such mailing may include any notice required to be given to Certificateholders in connection
with such distribution pursuant to the Pass Through Trust Agreement.



     Section 2.07. Notice of Event of Loss Withdrawal. Promptly after receipt by the
Paying Agent of notice that the Escrow Agent has requested an Event of Loss Withdrawal or that an
Event of Loss Withdrawal will be made, the Paying Agent shall cause notice of the distribution of
such Event of Loss Withdrawal to be mailed to each of the Receiptholders at its address as it
appears in the Register. Such notice shall be mailed not less than 15 days prior to the applicable
Event of Loss Withdrawal Date. Such notice shall set forth:




          (i) the applicable Event of Loss Withdrawal Date and the date for determining
Receiptholders of record who shall be entitled to receive distributions in respect of such
Event of Loss Withdrawal,




          (ii) the amount of the payment in respect of such Event of Loss Withdrawal for
each $1,000 face amount Certificate (based on information provided by the Pass Through
Trustee) and the amount thereof constituting the applicable unused Deposit (as defined in
the Deposit Agreement) and interest thereon, and



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          (iii) if such Event of Loss Withdrawal Date is the same date as a Regular
Distribution Date, the total amount to be received on such date for each $1,000 face amount
Certificate (based on information provided by the Pass Through Trustee).



     Such mailing may include any notice required to be given to Certificateholders in connection
with such distribution pursuant to the Pass Through Trust Agreement.



     Section 2.08. Further Assurances. Without limiting Section 8 of this
Agreement, the Paying Agent agrees to take such actions, and execute such other documents, as may
be reasonably requested by the Pass Through Trustee in order to effectuate the purposes of this
Agreement or the Note Purchase Agreement and the performance by the Escrow Agent of its obligations
hereunder or thereunder.



     SECTION 3. Payments. If, notwithstanding the instructions in Section 4 of
the Deposit Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be
paid by the Depositary directly to the Paying Agent, the Pass Through Trustee or a Replacement
Depositary (depending on the circumstances), the Escrow Agent receives any payment thereunder, then
the Escrow Agent shall forthwith pay such amount in Dollars and in immediately available funds by
wire transfer to (a) in the cases of (i) a payment of accrued interest on the
Deposits (as defined in the Deposit Agreement), (ii) any Final Withdrawal, (iii)
any Event of Loss Withdrawal or (iv) any amount referred to in clause (y) of Section
1.02(d)(X) in respect of the Replacement Withdrawal, directly to the Paying Agent Account,
(b) in the case of any Purchase Withdrawal, directly to the Pass Through Trustee or its
designee as specified and in the manner provided in the Applicable Notice of Purchase Withdrawal,
and (c) in the case of any amount referred to in clause (x) of Section 1.02(d)(X)
in respect of the Replacement Withdrawal, to the Replacement Depositary as provided in the
Replacement Depositary Agreement. The Escrow Agent hereby waives any and all rights of set-off,
combination of accounts, right of retention or similar right (whether arising under applicable law,
contract or otherwise) it may have against amounts payable to the Paying Agent howsoever arising.



     SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or
in respect of the Deposit Agreement (including, without limitation, the enforcement of the
obligations of the Depositary thereunder) as the Investors, by an Action of Investors, may from
time to time request, and agrees not to amend, supplement or otherwise modify the Deposit Agreement
without an Action of Investors, except that, without limiting Sections 4(a)(v) and
5(e) of the Note Purchase Agreement, no such Action of Investors will be required for any
amendment contemplated by such Sections of the Note Purchase Agreement.



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     SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent
represents and warrants to Delta, the Investors, the Paying Agent and the Pass Through Trustee as
follows:




          (i) it is a national banking association duly organized and validly existing in
good standing under the laws of the United States of America;




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




          (iii) the execution, delivery and performance of each of this Agreement, the
Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all
necessary corporate action on the part of it and do not require any stockholder approval,
or approval or consent of any trustee or holder of any indebtedness or obligations of it,
and each such document (other than a Replacement Deposit Agreement) has been duly executed
and delivered by it and constitutes its legal, valid and binding obligations enforceable
against it in accordance with the terms hereof or thereof except as such enforceability may
be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or
equitable principles of general application to or affecting the enforcement of creditors’
rights generally (regardless of whether such enforceability is considered in a proceeding
in equity or at law);




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




          (v) neither the execution, delivery or performance by it of this Agreement, the
Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and
provisions hereof or thereof, conflicts or will conflict with or results or will result in
a breach or violation of any of the terms, conditions or provisions of, or will require any
consent or approval under, any law, governmental rule or regulation applicable to the
exercise of its banking or trust powers or the charter documents, as amended, or bylaws, as
amended, of it or any similar instrument binding on it or any order, writ, injunction or
decree of any court or governmental authority against it or by which it or any of its
properties is bound or any indenture, mortgage or contract or other agreement or instrument
to which it is a party or by which it or any of its properties is bound, or



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constitutes or will constitute a default thereunder or results or will result in the
imposition of any lien upon any of its properties; and




          (vi) there are no pending or, to its knowledge, threatened actions, suits,
investigations or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative agency which,
if adversely determined, (A) would adversely affect the ability of it to perform
its obligations under this Agreement, the Deposit Agreement or any Replacement Deposit
Agreement or (B) would call into question or challenge the validity of this
Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance
with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any
order of any court, governmental authority, arbitration board or administrative agency so
as to adversely affect its ability to perform its obligations under this Agreement or the
Deposit Agreement.



     SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent
represents and warrants to Delta, the Investors, the Escrow Agent and the Pass Through Trustee as
follows:




          (i) it is a national banking association duly organized and validly existing in
good standing under the laws of the United States of America;




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




          (iii) the execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate action on the part of it and does not require any
stockholder approval, or approval or consent of any trustee or holder of any indebtedness
or obligations of it, and such document has been duly executed and delivered by it and
constitutes its legal, valid and binding obligations enforceable against it in accordance
with the terms hereof except as such enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws or equitable principles of
general application to or affecting the enforcement of creditors’ rights generally
(regardless of whether such enforceability is considered in a proceeding in equity or at
law);




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



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




          (vi) there are no pending or, to its knowledge, threatened actions, suits,
investigations or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative agency which,
if adversely determined, (A) would adversely affect the ability of it to perform
its obligations under this Agreement or (B) would call into question or challenge
the validity of this Agreement or the enforceability hereof in accordance with the terms
hereof, nor is the Paying Agent in default with respect to any order of any court,
governmental authority, arbitration board or administrative agency so as to adversely
affect its ability to perform its obligations under this Agreement.



     SECTION 7. Indemnification. Except for actions expressly required of the Escrow
Agent or the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all
cases be fully justified in failing or refusing to act hereunder unless it shall have been
indemnified by the party requesting such action in a manner reasonably satisfactory to it against
any and all liability and expense which may be incurred by it by reason of taking or continuing to
take any such action. In the event Delta requests any amendment to any Operative Agreement (as
defined in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees
and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent
and the Paying Agent in connection therewith.



     SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval
by an Action of Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this
Agreement or the Note Purchase Agreement, so long as such amendment does not adversely affect the
rights or obligations of the Escrow Agent or the Paying Agent; provided that (i)
without limiting Sections 4(a)(v) and 5(e) of the Note Purchase Agreement, no such
request or approval will be required for any amendment contemplated by such Sections of the Note
Purchase Agreement, and (ii) upon request of the Pass Through Trustee and without any
consent of the Investors, the Escrow Agent



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and Paying Agent shall enter into an amendment to this Agreement or the Note Purchase
Agreement for any of the following purposes:





          (1) to correct or supplement any provision in this Agreement or the Note
Purchase Agreement which may be defective or inconsistent with any other provision
herein or therein or to cure any ambiguity or correct any mistake; or




          (2) to modify any other provision with respect to matters or questions
arising under this Agreement or the Note Purchase Agreement, provided that
any such action shall not materially adversely affect the interests of the
Investors; or




          (3) to comply with any requirement of the SEC, applicable law, rules or
regulations of any exchange or quotation system on which the Certificates are
listed or any regulatory body; or




          (4) to evidence and provide for the acceptance of appointment under this
Agreement or the Note Purchase Agreement of a successor Escrow Agent, successor
Paying Agent or successor Pass Through Trustee; or




          (5) for any other purposes set forth in clauses (1) through (14) of
Section 9.01 of the Pass Through Trust Agreement.



     SECTION 9. Notices. Unless otherwise expressly provided herein, any notice or
other communication under this Agreement shall be in English and in writing and given by United
States registered or certified mail, return receipt requested, overnight courier service or
facsimile, and any such notice shall be effective when received (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).
All notices shall be sent to (a) in the case of the Investors, as their respective
addresses shall appear in the Register, (b) in the case of the Escrow Agent, U.S. Bank
National Association, One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston,
Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services
(Telecopier: (617) 603-6683), (c) in the case of the Pass Through Trustee, U.S. Bank Trust
National Association, 300 Delaware Avenue, 9th Floor, Mail Code EX-DE-WDAW, Wilmington,
Delaware 19801, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services
(Telecopier: (302) 576-3717) or (d) in the case of the Paying Agent, U.S. Bank Trust
National Association, One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston,
Massachusetts 02110, Reference: Delta Air Lines 2010-2B EETC, Attention: Corporate Trust Services
(Telecopier: (617) 603-6683), in each case with a copy to Delta, Delta Air Lines, Inc., 1030 Delta
Boulevard, Atlanta, Georgia 30354, Reference: Delta Air Lines 2010-2B



Escrow and Paying Agent Agreement (Class B)

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EETC, Attention: Treasurer, Dept. 856 (Telecopier: (404) 773-7345), with a copy to General
Counsel at the same address, but Dept. 971 (Telecopier: (404) 715-7882) (or at such other address
as any such party may specify from time to time in a written notice to the other parties). On or
prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow
Agent a certificate containing specimen signatures of the representatives of the Pass Through
Trustee who are authorized to give notices and instructions with respect to this Agreement. The
Escrow Agent may conclusively rely on such certificate until the Escrow Agent receives written
notice from the Pass Through Trustee to the contrary.




     The Escrow Agent shall notify the Receiptholders in the event of a default in the payment of
interest on the Deposits when due in accordance with the Deposit Agreement or a default in the
payment of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal in
accordance with the terms of the Deposit Agreement and this Agreement and shall promptly forward to
Receiptholders upon receipt copies of all written communications relating to any payments due to
the Receiptholders in respect of the Deposits.



     SECTION 10. Transfer. No party hereto shall be entitled to assign or otherwise
transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a
successor escrow agent under Section 1.07 hereof or (in the case of the Paying Agent) to a
successor paying agent under Section 2.05 hereof, and any purported assignment in violation
thereof shall be void. This Agreement shall be binding upon the parties hereto and their
respective successors and (in the case of the Escrow Agent and the Paying Agent) their respective
permitted assigns.



     SECTION 11. Entire Agreement. This Agreement sets forth all of the promises,
covenants, agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the
Underwriters and the Pass Through Trustee with respect to the subject matter hereof, and supersedes
all prior and contemporaneous agreements and undertakings, inducements or conditions, express or
implied, oral or written.



     SECTION 12. Governing Law. This Agreement 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.



     SECTION 13. Submission to Jurisdiction in New York. Each of the parties hereto,
to the extent it may do so under applicable law, hereby (a) irrevocably submits itself to
the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New
York and to the non-exclusive jurisdiction of the United States District Court for the Southern
District of New York, for the purposes of any suit, action or other proceeding arising out of this
Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any
party or parties hereto, or their



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successors or permitted assigns and (b) waives, and agrees not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action
or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof or any of the transactions
contemplated hereby may not be enforced in or by such courts.




     SECTION 14. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING
AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.



     SECTION 15. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.



     SECTION 16. Rights of Holders. Each Receiptholder shall have the right
(individually and without the need for any other action of any Person, including the Escrow Agent
or any other Receiptholder), upon any default in the payment of interest on the Deposits when due
by the Depositary in accordance with the Deposit Agreement, or upon any default in the payment of
any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal when due by the
Depositary in accordance with the terms of the Deposit Agreement and this Agreement, (i) to
proceed directly against the Depositary by making a demand to the Depositary for the portion of
such payment that would have been distributed to such Receiptholder pursuant to this Agreement or
by bringing suit to enforce payment of such portion and (ii) to enforce any other rights
that the Escrow Agent may have in respect of amounts due from the Depositary under the Deposit
Agreement and this Agreement that would have been distributed to such Receiptholder pursuant to
this Agreement. Any recovery on such enforcement action shall belong solely to the Receiptholder
who brought such action, and not to the Escrow Agent or any other Receiptholder individually or to
Receiptholders as a group.



[Signature Pages Follow.]









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



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

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



Signature Page






Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


 









 








	 	 	 	 	 
	 	MORGAN STANLEY & CO. 
INCORPORATED, DEUTSCHE BANK

SECURITIES INC. and GOLDMAN,
 SACHS & CO., as Underwriters 

	 
	 	By:  	MORGAN STANLEY & CO. INCORPORATED
 	 
	 	 	 	 
	 	By:  	/s/ Heidi Ho
 	 
	 	 	Name:  	Heidi Ho 	 
	 	 	Title:  	Executive Director 	 
	 	 	 
	 	By:  	DEUTSCHE BANK SECURITIES INC.
 	 
	 	 	 
	 	By:  	/s/ Patrick Käufer
 	 
	 	 	Name:  	Patrick Käufer 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	/s/ Thomas Turner
 	 
	 	 	Name:  	Thomas Turner 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	GOLDMAN, SACHS & CO.
 	 
	 	 	 
	 	By:  	/s/ Goldman, Sachs & Co.
 	 
	 	 	(Goldman, Sachs & Co.) 	 



Signature Page






Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


 









 








	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL
 ASSOCIATION, not in its
individual
 capacity, but solely as Pass Through
Trustee
 for and on behalf of Delta Air Lines Pass

Through Trust 2010-2B

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

        as Paying Agent

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



Signature Page








Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


 









 








EXHIBIT A to

ESCROW AND PAYING AGENT AGREEMENT




FORM OF ESCROW RECEIPT




DELTA AIR LINES 2010-2B ESCROW RECEIPT



No. __


This Escrow Receipt evidences a fractional undivided interest in amounts (“Account
Amounts”) from time to time deposited on behalf of the holder hereof into a certain paying
agent account (the “Paying Agent Account”) described in the Escrow and Paying Agent
Agreement (Class B) dated as of February 14, 2011 (as amended, modified or supplemented from time
to time, the “Escrow and Paying Agent Agreement”) among U.S. Bank National Association, as
Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow
Agent”), Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Goldman, Sachs &
Co., as Underwriters, U.S. Bank Trust National Association, as Pass Through Trustee (in such
capacity, together with its successors in such capacity, the “Pass Through Trustee”), and
U.S. Bank Trust National Association, as paying agent (in such capacity, together with its
successors in such capacity, the “Paying Agent”). Capitalized terms not defined herein
shall have the meanings assigned to them in the Escrow and Paying Agent Agreement.





     This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of
the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this
Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent
Agreement and this Escrow Receipt.



     This Escrow Receipt represents a fractional undivided interest in amounts deposited from time
to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of
any kind in respect of any assets or property other than such amounts. This Escrow Receipt
evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest
in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed.



     All payments and distributions made to Receiptholders in respect of this Escrow Receipt shall
be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow
Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account
Amounts for any payment or distribution due to it pursuant to this Escrow Receipt (or, in case the
Depositary shall default in its obligation to make a payment under the Deposit Agreement that would
be an Account Amount, to the Depositary) and that it will not have any recourse to Delta, the Pass
Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or in
the Pass Through Trust Agreement. No Receiptholder of this Escrow



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(2010-2B EETC)


 









 




Receipt shall have any right to vote or in any manner otherwise control the operation and
management of the Paying Agent Account, nor shall anything set forth herein, or contained in the
terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time
as partners or members of an association.




     This Escrow Receipt may not be assigned or transferred except in connection with the
assignment or transfer of the Certificate to which this Escrow Receipt is affixed.



     The Paying Agent may treat the person in whose name this Escrow Receipt is registered pursuant
to Section 1.03 of the Escrow and Paying Agent Agreement as the owner hereof for all
purposes, and the Paying Agent shall not be affected by any notice to the contrary.



     THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK.



Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


A-2









 





     IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed.


Dated:                      ___, 2011




	 	 	 	 	 
	 	U.S. Bank National Association,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


A-3









 






	 	 	 	 	 



EXHIBIT B to

ESCROW AND PAYING AGENT AGREEMENT




FORM OF WITHDRAWAL CERTIFICATE




WITHDRAWAL CERTIFICATE

(Class 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 2010-2B EETC

Telephone: (617) 603-6553

Telecopier: (617) 603-6683



Ladies and Gentlemen:





     Reference is made to the Escrow and Paying Agent Agreement (Class B), dated as of 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] [We hereby notify you that the Depositary is being replaced in accordance
with Section 5(d) of the Note Purchase Agreement] [We hereby notify you that we received
notice from Delta that an “Event of Loss” (or an event that would constitute an “Event of Loss” but
for the requirement that notice be given or time elapse or both) with respect to an Aircraft (as
such term is defined in the Note Purchase Agreement), which is a Boeing model [____] aircraft
bearing U.S. registration number [N_____], has occurred and is continuing]. Pursuant to
Section [1.02(c)] [1.02(d)] [1.02(e)] of the Agreement, please
execute the attached [Notice of Purchase Withdrawal][Notice of Replacement Withdrawal] [Notice of
Event of Loss Withdrawal] and immediately transmit it 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 2010-2B
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.



Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


 









 





	 	 	 	 	 
	 	Very truly yours,



U.S. BANK TRUST NATIONAL
 ASSOCIATION, not in its
individual
 capacity but solely as Pass Through
Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:                                         , 2011








Escrow and Paying Agent Agreement (Class B)

(2010-2B EETC)


B-2