EXHIBIT 4.7 


EXECUTION COPY


	
 


	 





DEPOSIT AGREEMENT

(Class A)


Dated as of October 11, 2007


between


U.S. BANK NATIONAL ASSOCIATION


as Escrow Agent


and


CREDIT SUISSE, NEW YORK BRANCH


as Depositary


	
 


	 










TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 


	
SECTION 1.1.

	
 

	
Acceptance
 of Depositary

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 1.2.

	
 

	
Establishment
 of Accounts

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 2.1.

	
 

	
Deposits

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 2.2.

	
 

	
Interest

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 2.3.

	
 

	
Withdrawals

	
 

	
2

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 2.4.

	
 

	
Other
 Accounts

	
 

	
3

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 3.

	
 

	
Termination

	
 

	
4

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 4.

	
 

	
Payments

	
 

	
4

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 5.

	
 

	
Representation
 and Warranties

	
 

	
4

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 6.

	
 

	
Transfer

	
 

	
5

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 7.

	
 

	
Amendment,
 Etc

	
 

	
5

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 8.

	
 

	
Notices

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 9.

	
 

	
Obligations
 Unconditional

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 10.

	
 

	
Entire
 Agreement

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 11.

	
 

	
Governing
 Law

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 12.

	
 

	
Submission
 to Jurisdiction in New York

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 13.

	
 

	
Waiver of
 Jury Trial Right

	
 

	
7

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 14.

	
 

	
Counterparts

	
 

	
7

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 15.

	
 

	
Head Office
 Obligation

	
 

	
7

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 16.

	
 

	
Rights of
 Receiptholders

	
 

	
7

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Exhibit A

	
Form of
 Notice of Delivery Withdrawal

	
 

	
 

	
 


	
Exhibit B

	
Form of
 Notice of Final Withdrawal

	
 

	
 

	
 


	
Exhibit C

	
Form of
 Notice of Replacement Withdrawal

	
 

	
 

	
 





-i-






          DEPOSIT
AGREEMENT (Class A) dated as of October 11, 2007 (as amended, modified or
supplemented from time to time, this “Agreement”) between U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the
Escrow and Paying Agent Agreement referred to below (in such capacity, together
with its successors in such capacity, the “Escrow Agent”), and CREDIT
SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and existing
under the laws of Switzerland and licensed under the laws of the State of New
York, as depositary bank (the “Depositary”). 


W I T N E S S E T H


          WHEREAS,
Delta Air Lines, Inc. (“Delta”) and U.S. Bank Trust National
Association, not in its individual capacity except as otherwise expressly
provided therein, but solely as trustee (in such capacity, together with its
successors in such capacity, the “Pass Through Trustee”), have entered
into a Trust Supplement, dated as of October 11, 2007 (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 2007-1A pursuant to which the Delta Air Lines Pass
Through Trust, Series 2007-1A Certificates referred to therein (the “Certificates”)
are being issued (the date of such issuance, the “Issuance Date”); 


          WHEREAS,
Delta and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
Securities (USA) LLC, Barclays Capital Inc., Calyon Securities (USA) Inc.,
Goldman, Sachs & Co., and UBS Securities LLC (collectively, the “Initial
Purchasers” and, together with their respective transferees and assigns as
registered owners of the Certificates, the “Investors”) have entered
into a Purchase Agreement, dated as of October 4, 2007, pursuant to which the
Pass Through Trustee will issue and sell the Certificates to the Initial
Purchasers; 


          WHEREAS,
Delta, the Pass Through Trustee, certain other pass through trustees and
certain other persons concurrently herewith are entering into the 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) 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 Escrow Agent, the Initial Purchasers, the Pass Through Trustee and U.S.
Bank Trust National Association, as paying agent for the Escrow Agent (in such
capacity, together with its successors in such capacity, the “Paying Agent”)
concurrently herewith are entering into an Escrow and Paying Agent Agreement,
dated as of the date hereof (as amended, modified or supplemented from time to
time in accordance with the terms thereof, the “Escrow and Paying Agent
Agreement”); and 


          WHEREAS, the
Initial Purchasers and the Pass Through Trustee intend that the Net Proceeds be
held in escrow by the Escrow Agent on behalf of the Investors pursuant to the
Escrow and Paying Agent Agreement, subject to withdrawal upon request of and
proper certification by the Pass Through Trustee for the purpose of purchasing
Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited
by the Escrow Agent with the 






Depositary
pursuant to this Agreement, which provides for the Depositary to pay interest
for distribution to the Investors and to establish accounts from which the
Escrow Agent shall make withdrawals upon request of and proper certification by
the Pass Through Trustee. 


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


          SECTION
1.1. Acceptance of Depositary. The Depositary hereby agrees to act as
depositary bank as provided herein and in connection therewith to accept all
amounts to be delivered to or held by the Depositary pursuant to the terms of
this Agreement. The Depositary further agrees to hold, maintain and safeguard
the Deposits and the Accounts (as defined below) during the term of this
Agreement in accordance with the provisions of this Agreement. The Escrow Agent
shall not have any right to withdraw, assign or otherwise transfer moneys held
in the Accounts except as permitted by this Agreement. 


          SECTION
1.2. Establishment of Accounts. The Escrow Agent hereby instructs the
Depositary, and the Depositary agrees, to establish the separate deposit
accounts listed on Schedule I hereto and to establish such additional separate
deposit accounts as may be required in connection with the deposits
contemplated by Section 2.4 hereof (each, an “Account” and collectively,
the “Accounts”), each in the name of the Escrow Agent and all on the
terms and conditions set forth in this Agreement. 


          SECTION
2.1. Deposits. The Escrow Agent shall direct the Initial Purchasers to
deposit with the Depositary on the date of this Agreement (the “Deposit Date”)
in Federal (same day) funds by wire transfer to: Credit Suisse, New York
Branch, Reference: Delta 2007-1A, and the Depositary shall accept from the
Initial Purchasers, on behalf of the Escrow Agent, the sum of US$924,408,000.
Upon acceptance of such sum, the Depositary shall (i) establish each of the
deposits specified in Schedule I hereto maturing in accordance with this
Agreement (including any deposit made pursuant to Section 2.4 hereof,
individually, a “Deposit” and, collectively, the “Deposits”) and
(ii) credit each Deposit to the related Account as set forth therein. No amount
shall be deposited in any Account other than the related Deposit. 


          SECTION
2.2. Interest. Each Deposit shall bear interest from and including the
date of deposit to but excluding the date of withdrawal at the rate of 6.821%
per annum (computed on the basis of a 360-day year of twelve 30-day months)
payable to the Paying Agent on behalf of the Escrow Agent in arrears on
February 10, 2008, on the date of the Final Withdrawal (as defined below), or
on the date of the Replacement Withdrawal (as defined below), as applicable,
all in accordance with the terms of this Agreement (notwithstanding the fact
that the relevant Account may have been closed before February 10, 2008).
Interest accrued on any Deposit that is withdrawn pursuant to a Notice of
Delivery Withdrawal (as defined below) shall be paid on February 10, 2008,
notwithstanding any intervening Final Withdrawal (as defined below) with
respect to any other Deposit. All interest paid pursuant to this Agreement
shall be non-compounding. 


          SECTION
2.3. Withdrawals. (a) On and after the date seven days after the
establishment of any Deposit, the Escrow Agent may, by providing at least one
Business Day’s 


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prior notice
of withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice
of Delivery Withdrawal”), withdraw not less than the entire balance of such
Deposit, except that at any time prior to the actual withdrawal of such
Deposit, the Escrow Agent or the Pass Through Trustee may, by notice to the
Depositary, cancel such withdrawal (including on the scheduled date therefor),
and thereafter such Deposit shall continue to be maintained by the Depositary
in accordance with the original terms thereof. Following such withdrawal the
balance in the related Account shall be reduced to zero and the Depositary
shall close such Account. As used herein, “Business Day” means any day,
other than a Saturday, Sunday or other day on which commercial banks are
authorized or required by law to close in New York, New York, Atlanta, Georgia
or Boston, Massachusetts. The Depositary may waive the foregoing requirement
that any Deposit can only be withdrawn on or after seven days after the
establishment thereof, and may instead reserve the right, upon at least 14
days’ prior written notice to Delta, the Escrow Agent and the Pass Through
Trustee, to require seven days’ notice for any withdrawal. 


                    (b)
(i) The Escrow Agent may, by providing at least 15 days’ prior notice of
withdrawal to the Depositary in the form of Exhibit B hereto (a “Notice of
Final Withdrawal”), withdraw the entire amount of all of the remaining
Deposits together with the payment by the Depositary of all accrued interest on
such Deposits to but excluding the date of withdrawal (a “Final Withdrawal”),
on such date as shall be specified in such Notice of Final Withdrawal. If a
Notice of Final Withdrawal has not been given to the Depositary on or before
January 9, 2008 and there are unwithdrawn Deposits on such date, the Depositary
shall pay the amount of the Final Withdrawal to the Paying Agent on January 24,
2008. Following any Final Withdrawal the balance in the related Account shall
be reduced to zero and the Depositary shall close such Account. 


                        (ii)
The Escrow Agent may, by providing at least five Business Days’ prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of
Replacement Withdrawal”), withdraw the entire amount of all Deposits then
held by the Depositary together with all accrued interest on such Deposits
(including Deposits previously withdrawn pursuant to a Notice of Delivery
Withdrawal) to but excluding the specified date of withdrawal (a “Replacement
Withdrawal”), on such date as shall be specified in such Notice of
Replacement Withdrawal. 


                    (c)
If the Depositary receives a duly completed Notice of Delivery Withdrawal,
Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal
Notice”) complying with the provisions of this Agreement, it shall make the
payments specified therein in accordance with the provisions of this Agreement.



          SECTION
2.4. Other Accounts. On the date of withdrawal of any Deposit (other
than the date of the Final Withdrawal or Replacement Withdrawal), the Escrow
Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall
re-deposit with the Depositary any portion thereof not used to acquire
Equipment Notes and the Depositary shall accept the same for deposit hereunder.
Any sums so received for deposit shall be established as a new Deposit and
credited to a new Account, all as more fully provided in Section 2.1 hereof,
and thereafter the provisions of this Agreement shall apply thereto as fully
and with the same force and effect as if such Deposit had been established on
the Deposit Date except that (i) such Deposit may not be withdrawn prior
to the date seven days after the establishment thereof and (ii) such
Deposit shall 


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mature in
accordance with this Agreement and bear interest as provided in Section 2.2.
The Depositary shall promptly give notice to the Escrow Agent of receipt of
each such re-deposit and the account number assigned thereto. 


          SECTION
3. Termination. This Agreement shall terminate on the fifth Business Day
after the later of the date on which (i) all of the Deposits shall have
been withdrawn and paid as provided herein without any re-deposit and (ii)
all accrued and unpaid interest on the Deposits shall have been paid as
provided herein, but in no event prior to the date on which the Depositary
shall have performed in full its obligations hereunder. 


          SECTION
4. Payments. All payments (including, without limitation, those payments
made in respect of Taxes (as defined and provided for below)) made by the
Depositary hereunder shall be paid in United States Dollars and immediately
available funds by wire transfer (i) in the case of accrued interest on the
Deposits payable under Section 2.2 hereof or any Final Withdrawal, directly to
the Paying Agent at U.S. Bank Trust National Association, Wilmington, DE, ABA#
091000022, Account No. 173103321092, Attention: Alison Nadeau, Telephone No.:
(617) 603-6553, Reference: Delta Air Lines PTT, Series 2007-1A, or to such
other account as the Paying Agent may direct from time to time in writing to
the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of
one or more Deposits pursuant to a Notice of Delivery Withdrawal or Notice of
Replacement Withdrawal, directly to or as directed by the Pass Through Trustee
as specified and in the manner provided in such Notice of Delivery Withdrawal
or Notice of Replacement Withdrawal. The Depositary 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 the Deposits howsoever arising. All payments on or in respect of each
Deposit shall be made free and clear of and without reduction for or on account
of any and all taxes, levies or other impositions or charges (collectively, “Taxes”).
However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of the
Escrow and Paying Agent Agreement) shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable hereunder, the
Depositary shall (i) make such deductions or withholding, (ii)
pay the full amount deducted or withheld (including in respect of such
additional amounts) to the competent taxation authority and (iii) if the
Taxes required to be deducted or withheld are imposed by Switzerland or any
political subdivision thereof, pay such additional amounts as may be necessary
in order that the actual amount received by the designated recipient of such
sum under this Agreement or the Escrow and Paying Agent Agreement after such
deduction or withholding equals the sum it would have received had no such
deduction or withholding been required. If the date on which any payment due on
any Deposit would otherwise fall on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day, and no additional
interest shall accrue in respect of such extension. 


          SECTION
5. Representation and Warranties. The Depositary hereby represents and
warrants to Delta, the Escrow Agent, the Pass Through Trustee and the Paying
Agent that: 


	
 

	
 


	
 

	
          (a)
 it is a banking corporation duly organized and validly existing in good
 standing under the laws of its jurisdiction of organization and is duly
 qualified to conduct banking business in the State of New York; 





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          (b)
 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; 


	
 

	
 


	
 

	
          (c)
 the execution, delivery and performance of this 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 this 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; 


	
 

	
 


	
 

	
          (d)
 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 is required for the execution, delivery or performance by it
 of this Agreement; 


	
 

	
 


	
 

	
          (e)
 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 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 of 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 


	
 

	
 


	
 

	
          (f)
 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, (i) would
 adversely affect the ability of it to perform its obligations under this
 Agreement or (ii) would call into question or challenge the validity
 of this Agreement or the enforceability hereof in accordance with the terms
 hereof, nor is the Depositary 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
6. Transfer. Neither 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 the Escrow and
Paying Agent Agreement, 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) permitted assigns. 


          SECTION
7. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the party
against whom the amendment, waiver or other modification is sought to be
enforced and by the Pass Through Trustee.


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          SECTION
8. Notices. Unless otherwise expressly provided herein, any notice or
other communication under this Agreement shall be in writing (including by
facsimile) and shall be deemed to be given and effective upon receipt thereof.
All notices shall be sent to (x) in the case of the Depositary, Credit
Suisse, New York Branch, 11 Madison Avenue, New York, New York 10010,
Attention: Karl Studer (Telecopier: (212) 743-1894), with copies to James Palen
(Telecopier: (212) 743-2025) and Carl Paravati (Telecopier: (212) 538-5165) at
the foregoing address or (y) 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, Attention: Corporate Trust Services
(Telecopier: (617) 603-6683), in each case, with a copy to the Pass Through
Trustee, U.S. Bank Trust National Association, 300 Delaware Avenue, 9th
Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Attention: Corporate
Trust Services (Telecopier: (302) 576-3717) and to Delta, Delta Air Lines,
Inc., 1030 Delta Boulevard, Atlanta, Georgia 30354, 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
parties hereto). On or prior to the execution of this Agreement, the Escrow
Agent has delivered to the Depositary a certificate containing specimen
signatures of the representatives of the Escrow Agent who are authorized to
give notices and instructions with respect to this Agreement. The Depositary
may conclusively rely on such certificate until the Depositary receives written
notice from the Escrow Agent to the contrary. 


          SECTION
9. Obligations Unconditional. The Depositary hereby acknowledges and
agrees that its obligation to repay each Deposit together with interest thereon
as provided herein is absolute, irrevocable and unconditional and constitutes a
full recourse obligation of the Depositary enforceable against it to the full
extent of all of its assets and properties. 


          SECTION
10. Entire Agreement. This Agreement (including all attachments hereto)
sets forth all of the promises, covenants, agreements, conditions and
understandings between the Depositary and the Escrow Agent 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
11. Governing Law. This Agreement, and the rights and obligations of the
Depositary and the Escrow Agent with respect to the Deposits, shall be governed
by, and construed in accordance with, the laws of the State of New York and
subject to the provisions of Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time. 


          SECTION
12. 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 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


-6-






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
13. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT
ACKNOWLEDGES AND ACCEPTS THAT 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
14. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument. 


          SECTION
15. Head Office Obligation. Credit Suisse hereby agrees that the
obligations of the Depositary hereunder are also the obligations of Credit
Suisse’s Head Office in Zurich, Switzerland. Accordingly, any beneficiary of
this Agreement will be able to proceed directly against Credit Suisse’s Head
Office in Zurich, Switzerland, if Credit Suisse’s New York Branch defaults in
its obligation to such beneficiary under this Agreement. 


          SECTION
16. Rights of Receiptholders. The Depositary acknowledges that, if the
Depositary shall fail to pay when due hereunder any interest on the Deposits or
the Final Withdrawal, the “Receiptholders” (as defined in the Escrow and Paying
Agent Agreement) shall have the right to claim directly against the Depositary
as provided in Section 15 of the Escrow and Paying Agent Agreement and that any
such claim shall not be subject to defenses that the Depositary may have
against the Escrow Agent. 


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                        IN
WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit
Agreement to be duly executed as of the day and year first above written. 


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 

	
 

	
 

	
 


	
 

	
By

	
/s/ Alison
 D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:

	
Alison D.B.
 Nadeau


	
 

	
 

	
Title:

	
Vice
 President


	
 

	
 

	
 

	
 


	
 

	
CREDIT
 SUISSE, NEW YORK BRANCH,


	
 

	
as Depositary


	
 

	
 

	
 

	
 


	
 

	
By

	
/s/ John
 Kneafsey


	
 

	
 

	 


	
 

	
 

	
Name:

	
John Kneafsey


	
 

	
 

	
Title:

	
Director


	
 

	
 

	
 

	
 


	
 

	
By

	
/s/ Lori
 Panzarino


	
 

	
 

	 


	
 

	
 

	
Name:

	
Lori
 Panzarino


	
 

	
 

	
Title:

	
Vice
 President










Schedule I 


Schedule of Deposits 

Class A


	
 

	
 

	
 

	
 


	
 
Aircraft Type
 

	
 
Reg. No.

	
 
Deposit Amount

	
 
Account No.


	
Boeing 767-432ER

	
N826MH

	
$25,604,000.00

	
N826MH - A


	
Boeing 767-432ER

	
N841MH

	
$27,073,000.00

	
N841MH - A


	
Boeing 767-432ER

	
N843MH

	
$28,961,000.00

	
N843MH - A


	
Boeing 767-432ER

	
N844MH

	
$28,961,000.00

	
N844MH - A


	
Boeing 767-432ER

	
N840MH

	
$27,073,000.00

	
N840MH - A


	
Boeing 767-432ER

	
N825MH

	
$25,604,000.00

	
N825MH - A


	
Boeing 767-432ER

	
N827MH

	
$27,073,000.00

	
N827MH - A


	
Boeing 767-432ER

	
N834MH

	
$25,604,000.00

	
N834MH - A


	
Boeing 767-432ER

	
N835MH

	
$25,604,000.00

	
N835MH - A


	
Boeing 767-432ER

	
N836MH

	
$25,604,000.00

	
N836MH - A


	
Boeing 767-432ER

	
N837MH

	
$25,604,000.00

	
N837MH - A


	
Boeing 767-432ER

	
N838MH

	
$27,073,000.00

	
N838MH - A


	
Boeing 767-432ER

	
N839MH

	
$27,073,000.00

	
N839MH - A


	
Boeing 767-432ER

	
N842MH

	
$27,073,000.00

	
N842MH - A


	
Boeing 777-232ER

	
N865DA

	
$42,954,000.00

	
N865DA - A


	
Boeing 777-232ER

	
N866DA

	
$42,954,000.00

	
N866DA - A


	
Boeing 777-232ER

	
N861DA

	
$42,954,000.00

	
N861DA - A


	
Boeing 737-832

	
N371DA

	
$12,139,000.00

	
N371DA - A


	
Boeing 737-832

	
N3754A

	
$14,944,000.00

	
N3754A - A


	
Boeing 737-832

	
N3755D

	
$14,944,000.00

	
N3755D - A


	
Boeing 737-832

	
N3749D

	
$14,944,000.00

	
N3749D - A


	
Boeing 737-832

	
N3751B

	
$14,944,000.00

	
N3751B - A


	
Boeing 737-832

	
N3752

	
$14,944,000.00

	
N3752 - A


	
Boeing 737-832

	
N3756

	
$14,944,000.00

	
N3756 - A


	
Boeing 737-832

	
N3757D

	
$14,944,000.00

	
N3757D - A


	
Boeing 737-832

	
N3758Y

	
$14,944,000.00

	
N3758Y - A


	
Boeing 737-832

	
N3750D

	
$14,944,000.00

	
N3750D - A


	
Boeing 737-832

	
N3753

	
$14,944,000.00

	
N3753 - A


	
Boeing 767-332ER

	
N174DZ

	
$20,577,000.00

	
N174DZ - A


	
Boeing 767-332ER

	
N175DZ

	
$22,530,000.00

	
N175DZ - A


	
Boeing 767-332ER

	
N176DZ

	
$22,530,000.00

	
N176DZ - A


	
Boeing 767-332ER

	
N177DZ

	
$22,530,000.00

	
N177DZ - A


	
Boeing 777-232ER

	
N862DA

	
$42,954,000.00

	
N862DA - A


	
Boeing 777-232ER

	
N863DA

	
$42,954,000.00

	
N863DA - A


	
Boeing 777-232ER

	
N864DA

	
$42,954,000.00

	
N864DA - A


	
Boeing 777-232ER

	
N860DA

	
$42,954,000.00

	
N860DA - A












EXHIBIT A 


NOTICE OF DELIVERY WITHDRAWAL


CREDIT SUISSE,
NEW YORK BRANCH

11 Madison Avenue

New York, New York 10010

Attention: Karl Studer

Telecopier: 212-743-1894

Attention: James Palen

Telecopier: 212-743-2025

Attention: Carl Paravati

Telecopier: 212-538-5165 


Gentlemen: 


                    Reference
is made to the Deposit Agreement (Class A) dated as of October 11, 2007 (the “Deposit
Agreement”) between U.S. Bank National Association, as Escrow Agent, and
Credit Suisse, New York Branch, as Depositary (the “Depositary”). 


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


                    The
undersigned hereby directs the Depositary to pay the proceeds of the Deposit to
________________, Account No. _____, Reference: _________] on _________ __,
2007, upon the telephonic request of a representative of the Pass Through
Trustee. 


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
Dated: _____________,
 2007

	
 

	
 










EXHIBIT B 


NOTICE OF FINAL WITHDRAWAL


CREDIT SUISSE,
NEW YORK BRANCH

11 Madison Avenue

New York, New York 10010

Attention: Karl Studer

Telecopier: 212-743-1894

Attention: James Palen

Telecopier: 212-743-2025

Attention: Carl Paravati

Telecopier: 212-538-5165 


Gentlemen: 


                    Reference
is made to the Deposit Agreement (Class A) dated as of October 11, 2007 (the “Deposit
Agreement”) between U.S. Bank National Association, as Escrow Agent, and
Credit Suisse, New York Branch, as Depositary (the “Depositary”). 


                    In
accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all remaining Deposits
together with the payment of all accrued interest on such Deposits. 


                    The
undersigned hereby directs the Depositary to pay the proceeds of such Deposits
and accrued interest thereon on _________ __, 2007 to the Paying Agent at U.S.
Bank National Association, ABA# ________, Account No. __________,
Reference: Delta 2007-1A. 


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATON,


	
 

	
as Escrow Agent


	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
Dated: _________ __,
 200_

	
 

	
 










EXHIBIT C 


NOTICE OF REPLACEMENT WITHDRAWAL


CREDIT SUISSE,
NEW YORK BRANCH

11 Madison Avenue

New York, New York 10010

Attention: Karl Studer

Telecopier: 212-743-1894 

Attention: James Palen 

Telecopier: 212-743-2025

Attention: Carl Paravati

Telecopier: 212-538-5165 


                    Reference
is made to the Deposit Agreement (Class A) dated as of October 11, 2007 (the “Deposit
Agreement”) between U.S. Bank National Association, as Escrow Agent, and
Credit Suisse, New York Branch, as Depositary (the “Depositary”). 


                    In
accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all Deposits remaining
as of the date hereof together with the payment of all accrued interest on such
Deposits. 


                    The
undersigned hereby directs the Depositary to pay the proceeds of the Deposits
and accrued interest thereon on _________ __, 2007 to [_____________________],
Reference: Delta 2007-1A. 


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
Dated: _____________,
 2007