EXHIBIT 4.6 


EXECUTION VERSION 


INTERCREDITOR AGREEMENT


(2007-1)


Dated as of October 11, 2007


among


U.S. BANK TRUST NATIONAL ASSOCIATION

as Trustee of the

Delta Air Lines Pass Through Trust 2007-1A,

Delta Air Lines Pass Through Trust 2007-1B,

and

Delta Air Lines Pass Through Trust 2007-1C


LANDESBANK HESSEN THÜRINGEN GIROZENTRALE

as Class A Liquidity Provider,

and

Class B Liquidity Provider,


and


U.S. BANK TRUST NATIONAL ASSOCIATION

as Subordination Agent






EXHIBIT 4.6 


EXECUTION VERSION


Table of Contents


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	 


	
ARTICLE I


	
 

	
 

	
 

	
 


	
DEFINITIONS


	
 

	
 

	
 

	
 


	
Section
 1.01.

	
 

	
Definitions

	
2


	
ARTICLE II


	
 

	
 

	
 

	
 


	
TRUST ACCOUNTS; CONTROLLING PARTY


	
 

	
 

	
 

	
 


	
Section
 2.01.

	
 

	
Agreement to
 Terms of Subordination; Payments from Monies Received Only

	
22


	
Section
 2.02.

	
 

	
Trust
 Accounts

	
23


	
Section
 2.03.

	
 

	
Deposits to
 the Collection Account and Special Payments Account

	
24


	
Section
 2.04.

	
 

	
Distributions
 of Special Payments

	
25


	
Section
 2.05.

	
 

	
Designated
 Representatives

	
26


	
Section
 2.06.

	
 

	
Controlling
 Party

	
27


	
Section
 2.07.

	
 

	
Equipment
 Note Buy-Out Rights

	
29


	
 

	
 

	
 

	
 


	
ARTICLE III


	
 

	
 

	
 

	
 


	
RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED


	
 

	
 

	
 

	
 


	
Section
 3.01.

	
 

	
Written
 Notice of Distribution

	
32


	
Section
 3.02.

	
 

	
Distribution
 of Amounts on Deposit in the Collection Account

	
34


	
Section
 3.03.

	
 

	
Other
 Payments

	
37


	
Section
 3.04.

	
 

	
Payments to
 the Trustees and the Liquidity Providers

	
37


	
Section
 3.05.

	
 

	
Liquidity
 Facilities

	
37


	
 

	
 

	
 

	
 


	
ARTICLE IV


	
 

	
 

	
 

	
 


	
EXERCISE OF REMEDIES


	
 

	
 

	
 

	
 


	
Section
 4.01.

	
 

	
Directions
 from the Controlling Party

	
44


	
Section
 4.02.

	
 

	
Remedies
 Cumulative

	
46


	
Section
 4.03.

	
 

	
Discontinuance
 of Proceedings

	
46


	
Section
 4.04.

	
 

	
Right of
 Certificateholders and the Liquidity Providers to Receive

	
 


	
 

	
 

	
Payments Not
 to Be Impaired

	
46














	
 

	
 

	
 

	
 


	
ARTICLE V


	
 

	
 

	
 

	
 


	
DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.


	
 

	
 

	
 

	
 


	
Section
 5.01.

	
 

	
Notice of
 Indenture Event of Default or Triggering Event

	
47


	
Section
 5.02.

	
 

	
Indemnification

	
48


	
Section
 5.03.

	
 

	
No Duties
 Except as Specified in Intercreditor Agreement

	
48


	
Section
 5.04.

	
 

	
Notice from
 the Liquidity Providers and Trustees

	
49


	
 

	
 

	
 

	
 


	
ARTICLE VI


	
 

	
 

	
 

	
 


	
THE SUBORDINATION AGENT


	
 

	
 

	
 

	
 


	
Section
 6.01.

	
 

	
Authorization;
 Acceptance of Trusts and Duties

	
49


	
Section
 6.02.

	
 

	
Absence of
 Duties

	
49


	
Section
 6.03.

	
 

	
No
 Representations or Warranties as to Documents

	
49


	
Section
 6.04.

	
 

	
No
 Segregation of Monies; No Interest

	
50


	
Section
 6.05.

	
 

	
Reliance;
 Agents; Advice of Counsel

	
50


	
Section
 6.06.

	
 

	
Capacity in
 Which Acting

	
50


	
Section
 6.07.

	
 

	
Compensation

	
50


	
Section
 6.08.

	
 

	
May Become
 Certificateholder

	
50


	
Section 6.09.

	
 

	
Subordination
 Agent Required; Eligibility

	
51


	
Section
 6.10.

	
 

	
Money to Be
 Held in Trust

	
51


	
 

	
 

	
 

	
 


	
ARTICLE VII


	
 

	
 

	
 

	
 


	
SUCCESSOR SUBORDINATION AGENT


	
 

	
 

	
 

	
 


	
Section
 7.01.

	
 

	
Replacement
 of Subordination Agent; Appointment of Successor

	
51


	
 

	
 

	
 

	
 


	
ARTICLE VIII


	
 

	
 

	
 

	
 


	
SUPPLEMENTS AND AMENDMENTS


	
 

	
 

	
 

	
 


	
Section
 8.01.

	
 

	
Amendments,
 Waivers, Etc

	
53


	
Section
 8.02.

	
 

	
Subordination
 Agent Protected

	
57


	
Section
 8.03.

	
 

	
Effect of
 Supplemental Agreements

	
57


	
Section
 8.04.

	
 

	
Notice to
 Rating Agencies

	
57


	
 

	
 

	
 

	
 


	
ARTICLE IX


	
 

	
 

	
 

	
 


	
MISCELLANEOUS


	
 

	
 

	
 

	
 


	
Section
 9.01.

	
 

	
Termination
 of Intercreditor Agreement

	
57


	
Section
 9.02.

	
 

	
Intercreditor
 Agreement for Benefit of Trustees, Liquidity Providers and

	
 


	
 

	
 

	
Subordination
 Agent

	
58


	
Section
 9.03.

	
 

	
Notices

	
58





ii






	
 

	
 

	
 

	
 


	
Section
 9.04.

	
 

	
Severability

	
59


	
Section
 9.05.

	
 

	
No Oral
 Modifications or Continuing Waivers

	
59


	
Section
 9.06.

	
 

	
Successors
 and Assigns

	
59


	
Section
 9.07.

	
 

	
Headings

	
59


	
Section
 9.08.

	
 

	
Counterparts

	
59


	
Section
 9.09.

	
 

	
Subordination

	
60


	
Section
 9.10.

	
 

	
Governing
 Law

	
61


	
Section 9.11.

	
 

	
Submission
 to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity

	
61


	
Section
 9.12.

	
 

	
Non-Petition

	
62





iii








INTERCREDITOR AGREEMENT


                    This
INTERCREDITOR AGREEMENT, dated as of October 11, 2007, is made by and among
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its
individual capacity, together with its successors and permitted assigns, “U.S.
Bank”), not in its individual capacity but solely as trustee of each Trust
(such term and other capitalized terms used herein without definition being
defined as provided in Article I); LANDESBANK HESSEN THÜRINGEN GIROZENTRALE, a
public law banking institution organized under the laws of Germany (“Helaba”),
as Class A Liquidity Provider and Class B Liquidity Provider, and U.S.
BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as
expressly set forth herein, but solely as Subordination Agent and trustee
hereunder (in such capacity, together with any successor appointed pursuant to
Article VII, the “Subordination Agent”). 


                    WHEREAS,
pursuant to each Indenture with respect to an Aircraft, Delta will issue on a
recourse basis three series of Equipment Notes secured by, among other things,
such Aircraft; 


                    WHEREAS,
pursuant to each Participation Agreement, each Trust will acquire those
Equipment Notes having an interest rate identical to the interest rate
applicable to the Certificates to be issued by such Trust; 


                    WHEREAS,
pursuant to each Trust Agreement, the Trust created thereby proposes to issue a
single class of Certificates (a “Class”) bearing the interest rate and having
the final distribution date described in the applicable Trust Agreement on the
terms and subject to the conditions set forth therein; 


                    WHEREAS,
pursuant to the Purchase Agreement, the Initial Purchasers propose to purchase
the Class A, Class B and Class C Certificates in the aggregate face amount set
forth opposite the name of such Trust on Schedule I thereto on the respective
terms and subject to the conditions set forth therein; 


                    WHEREAS,
the Liquidity Provider proposes to enter into two separate revolving credit
agreements with the Subordination Agent, as agent and trustee for the Trustee
of each of the Class A Trust and the Class B Trust, respectively, for the
benefit of the Certificateholders of such Trust; and 


                    WHEREAS,
it is a condition precedent to the obligations of the Initial Purchasers under
the Purchase Agreement that the Subordination Agent, the Trustees and the
Liquidity Provider agree to the terms of subordination set forth in this
Agreement in respect of each Class of Certificates, and the Subordination
Agent, the Trustees and the Liquidity Provider, by entering into this
Agreement, hereby acknowledge and agree to such terms of subordination and the
other provisions of this Agreement; 


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


1






ARTICLE I


DEFINITIONS


                    Section
1.01. Definitions. (a) The definitions stated herein apply equally to
the singular and the plural forms of the terms defined. 


          (b)
All references in this Agreement to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Agreement. 


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


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


          (e)
For purposes of this Agreement, unless the context otherwise requires, the
following capitalized terms shall have the following meanings: 


                    “Acceleration”
means,
with respect to the amounts payable in respect of the Equipment Notes issued
under any Indenture, such amounts becoming immediately due and payable by
declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating” have
meanings correlative to the foregoing. 


                    “Actual
Disposition Event” means,
in respect of any Equipment Note: (i) the sale or disposition of the Aircraft
securing such Equipment Note for cash, (ii) the occurrence of the mandatory
redemption date for such Equipment Note following an Event of Loss (as defined
in such Indenture) with respect to such Aircraft or (iii) the sale of such
Equipment Note for cash.


                    “Additional
Certificateholders”
has the meaning specified in Section 8.01(d).


                    “Additional
Certificates”
has the meaning specified in Section 8.01(d).


                    “Additional
Equipment Notes”
has the meaning specified in Section 8.01(d).


                    “Additional
Trust” has
the meaning specified in Section 8.01(d).


                    “Additional
Trust Agreement”
has the meaning specified in Section 8.01(d).


                    “Additional
Trustee”
has the meaning specified in Section 8.01(d).


                    “Administration
Expenses”
has the meaning specified in clause “first” of Section 3.02.



                    “Advance”
means, with
respect to any Liquidity Facility, any Advance as defined in such Liquidity
Facility. 


2






                    “Affiliate”
means,
with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under direct or indirect common control with such
Person. For the purposes of this definition, “control”, when used with respect
to any specified Person, means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the
foregoing. 


                    “Aircraft”
means, with
respect to each Indenture, the “Aircraft” referred to therein. 


                    “Applicable
Rating Agency”
means (a) in the case of the Class A Liquidity Provider, Fitch, Moody’s and
S&P and (b) in the case of the Class B Liquidity Provider, Moody’s and
S&P.


                    “Appraisal”
has the
meaning specified in Section 4.01(a)(iv).


                    “Appraised
Current Market Value”
of any Aircraft means the lower of the average and the median of the three most
recent Post-Default Appraisals of such Aircraft. 


                    “Appraisers”
means
Aircraft Information Services, Inc., Morton Beyer & Agnew and Avitas, Inc. or, so long as the Person
entitled or required hereunder to select such Appraiser acts reasonably, any
other nationally recognized appraiser reasonably satisfactory to the
Subordination Agent and the Controlling Party.


                    “Available
Amount”
means, with respect to any Liquidity Facility on any drawing date, subject to
the proviso contained in the first sentence of Section 3.05(g), an amount equal
to (a) the Stated Amount of such Liquidity Facility at such time, less (b) the
aggregate amount of each Interest Drawing honored by the Liquidity Provider
under such Liquidity Facility on or prior to such date that has not been
reimbursed or reinstated as of such date; provided that, following a Downgrade
Drawing, a Non-Extension Drawing or a Final Drawing under such Liquidity
Facility, the Available Amount of such Liquidity Facility shall be zero. 


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


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


                    “Business
Day” means,
with respect to the Certificates of any Class, any day other than a Saturday,
or a Sunday or a day on which commercial banks are required or authorized to
close in New York, New York, Atlanta, Georgia, or, so long as any Certificate
is outstanding, the city and state in which any Trustee, the Subordination
Agent or any related Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds, and that, solely 


3






with respect
to draws under any Liquidity Facility, also is a “Business Day” as defined in
such Liquidity Facility. 


                    “Cash
Collateral Account”
means the Class A Cash Collateral Account or the Class B Cash Collateral
Account, as applicable. 


                    “Certificate”
means a
Class A Certificate, a Class B Certificate or a Class C Certificate, as
applicable. 


                    “Certificate
Buy-Out Event”
means that a Delta Bankruptcy Event has occurred and is continuing and either
of the following events has occurred: (A) (i) the 60-Day Period has expired,
and (ii) Delta has not entered into one or more agreements under Section
1110(a)(2)(A) of the Bankruptcy Code to perform all of its obligations under
all of the Indentures and cured defaults under all of the Indentures in accordance
with Section 1110(a)(2)(B) of the Bankruptcy Code or, if it has entered into
such agreements, has at any time thereafter failed to cure any default under
any of the Indentures in accordance with Section 1110(a)(2)(B) of the
Bankruptcy Code; or (B) if prior to the expiry of the 60-Day Period, Delta
shall have abandoned any Aircraft.


                    “Certificateholder”
means, with respect to any Class of Certificates, the Person in whose name a
Certificate is registered in the Register for the Certificates of such Class. 


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


                    “Class”
has the
meaning specified in the recitals to this Agreement. 


                    “Class
A Cash Collateral Account”
means an Eligible Deposit Account in the name of the Subordination Agent
maintained at an Eligible Institution, which shall be the Subordination Agent
if it so qualifies, into which amounts shall be deposited as referred to in
Section 3.05(f). 


                    “Class
A Certificateholder”
means, at any time, any Certificateholder of one or more Class A Certificates. 


                    “Class
A Certificates”
means the certificates issued by the Class A Trust, substantially in the form
of Exhibit A to the Class A Trust Agreement, and authenticated by the Class A
Trustee, representing Fractional Undivided Interests in the Class A Trust, and
any certificates issued in exchange therefor or replacement thereof pursuant to
the terms of the Class A Trust Agreement. 


                    “Class
A Liquidity Facility”
means, initially, the Revolving Credit Agreement, dated as of the date hereof,
between the Subordination Agent, as agent and trustee for the Class A Trustee,
and Helaba and, from and after the replacement of such agreement pursuant
hereto, the Replacement Liquidity Facility therefor, if any, in each case as
amended, supplemented or otherwise modified from time to time in accordance
with its terms. 


4






                    “Class
A Liquidity Provider”
means Helaba, together with any Replacement Liquidity Provider that has issued
a Replacement Liquidity Facility to replace the Class A Liquidity Facility
pursuant to Section 3.05(c) or 3.05(e). 


                    “Class
A Trust” means
the Delta Air Lines Pass Through Trust 2007-1A created and administered
pursuant to the Class A Trust Agreement. 


                    “Class
A Trust Agreement”
means the Basic Agreement, as supplemented by Trust Supplement No. 2007-1A
thereto, dated as of the date hereof, governing the creation and administration
of the Delta Air Lines Pass Through Trust 2007-1A and the issuance of the Class
A Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms. 


                    “Class
A Trustee”
means U.S. Bank, not in its individual capacity except as expressly set forth
in the Class A Trust Agreement, but solely as trustee under the Class A Trust
Agreement, together with any successor trustee appointed pursuant thereto. 


                    “Class
B Adjusted Interest” means,
as of any Current Distribution Date: (I) any interest described in clause (II)
of this definition accruing prior to the immediately preceding Distribution
Date which remains unpaid and (II) interest at the Stated Interest Rate for the
Class B Certificates (A) for the period commencing on, and including, the
immediately preceding Distribution Date (or, if the Current Distribution Date
is the first Distribution Date, the Closing Date) and ending on, but excluding
the Current Distribution Date, on the Eligible B Pool Balance on such Current
Distribution Date and (B) on the principal amount calculated pursuant to
clauses (B)(i), (ii), (iii) and (iv) of the definition of Eligible B Pool
Balance for each Series B Equipment Note with respect to which a disposition,
distribution, sale or Deemed Disposition Event has occurred with respect to
such Equipment Note or the Aircraft with respect to which such Equipment Note
was issued, as the case may be, since the immediately preceding Distribution
Date (but only if no such event has previously occurred with respect to such
Series B Equipment Note), for each day during the period, for each such
Equipment Note, commencing on, and including, the immediately preceding
Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the Closing Date) and ending on, but excluding the date of
disposition, distribution, sale or Deemed Disposition Event with respect to
such Equipment Note or such Aircraft, as the case may be.


                    “Class
B Cash Collateral Account”
means an Eligible Deposit Account in the name of the Subordination Agent
maintained at an Eligible Institution, which shall be the Subordination Agent
if it so qualifies, into which amounts shall be deposited as referred to in
Section 3.05(f). 


                    “Class
B Certificateholder”
means, at any time, any Certificateholder of one or more Class B Certificates. 


                    “Class
B Certificates”
means the certificates issued by the Class B Trust, substantially in the form
of Exhibit A to the Class B Trust Agreement, and authenticated by the Class B
Trustee, representing Fractional Undivided Interests in the Class B Trust, and
any 


5






certificates
issued in exchange therefor or replacement thereof pursuant to the terms of the
Class B Trust Agreement. 


                    “Class
B Liquidity Facility”
means, initially, the Revolving Credit Agreement, dated as of the date hereof,
between the Subordination Agent, as agent and trustee for the Class B Trustee,
and Helaba, and, from and after the replacement of such agreement pursuant
hereto, the Replacement Liquidity Facility therefor, if any, in each case as
amended, supplemented or otherwise modified from time to time in accordance
with its terms. 


                    “Class
B Liquidity Provider”
means Helaba, together with any Replacement Liquidity Provider that has issued
a Replacement Liquidity Facility to replace the Class B Liquidity Facility
pursuant to Section 3.05(c) or 3.05(e). 


                    “Class
B Trust” means
the Delta Air Lines Pass Through Trust 2007-1B created and administered
pursuant to the Class B Trust Agreement. 


                    “Class
B Trust Agreement”
means the Basic Agreement, as supplemented by Trust Supplement No. 2007-1B
thereto, dated as of the date hereof, governing the creation and administration
of the Delta Air Lines Pass Through Trust 2007-1B and the issuance of the Class
B Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms. 


                    “Class
B Trustee”
means U.S. Bank, not in its individual capacity except as expressly set forth
in the Class B Trust Agreement, but solely as trustee under the Class B Trust
Agreement, together with any successor trustee appointed pursuant thereto. 


                    “Class
C Adjusted Interest” means,
as of any Current Distribution Date, (I) any interest described in clause (II)
of this definition accruing prior to the immediately preceding Distribution
Date which remains unpaid and (II) interest at the Stated Interest Rate for the
Class C Certificates (A) for the period commencing on, and including, the
immediately preceding Distribution Date (or, if the Current Distribution Date
is the first Distribution Date, the Closing Date) and ending on, but excluding
the Current Distribution Date, on the Eligible C Pool Balance on such Current
Distribution Date and (B) on the principal amount calculated pursuant to
clauses (B)(i), (ii), (iii) and (iv) of the definition of Eligible C Pool
Balance for each Series C Equipment Note with respect to which a disposition,
distribution, sale or Deemed Disposition Event has occurred with respect to
such Equipment Note or the Aircraft with respect to which such Equipment Note
was issued, as the case may be, since the immediately preceding Distribution
Date (but only if no such event has previously occurred with respect to such
Series C Equipment Note), for each day during the period, for each such
Equipment Note, commencing on, and including, the immediately preceding Distribution
Date (or, if the Current Distribution Date is the first Distribution Date, the
Closing Date) and ending on, but excluding the date of disposition,
distribution, sale or Deemed Disposition Event with respect to such Equipment
Note, or such Aircraft, as the case may be.


                    “Class
C Certificateholder”
means, at any time, any Certificateholder of one or more Class C Certificates. 


6






                    “Class
C Certificates”
means the certificates issued by the Class C Trust, substantially in the form
of Exhibit A to the Class C Trust Agreement, and authenticated by the Class C
Trustee, representing Fractional Undivided Interests in the Class C Trust, and
any certificates issued in exchange therefor or replacement thereof pursuant to
the terms of the Class C Trust Agreement. 


                    “Class
C Trust” means
the Delta Air Lines Pass Through Trust 2007-1C created and administered
pursuant to the Class C Trust Agreement. 


                    “Class
C Trust Agreement”
means the Basic Agreement, as supplemented by Trust Supplement No. 2007-1C
thereto, dated as of the date hereof, governing the creation and administration
of the Delta Air Lines Pass Through Trust 2007-1C and the issuance of the Class
C Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms. 


                    “Class
C Trustee”
means U.S. Bank, not in its individual capacity except as expressly set forth
in the Class C Trust Agreement, but solely as trustee under the Class C Trust
Agreement, together with any successor trustee appointed pursuant thereto. 


                    
“Closing Date” means
October 11, 2007.


                    “Code”
means the
Internal Revenue Code of 1986, as amended from time to time, and Treasury
Regulations promulgated thereunder. 


                    “Collateral”
means,
with respect to any Indenture, the “Collateral” referred to therein. 


                    “Collection
Account” means the
Eligible Deposit Account established by the Subordination Agent pursuant to
Section 2.02(a) in and from which the Subordination Agent shall make deposits
and withdrawals in accordance with this Agreement. 


                    “Consent
Period” has the
meaning specified in Section 3.05(d). 


                    “Controlling
Party”
means the Person entitled to act as such pursuant to the terms of Section 2.06.



                    “Corporate
Trust Office”
means, with respect to any Trustee, the Subordination Agent or any Loan
Trustee, the office of such Person in the city at which, at any particular
time, its corporate trust business shall be principally administered. 


                    “Current
Distribution Date”
means a Distribution Date specified as a reference date for calculating the
Expected Distributions with respect to the Certificates of any Trust as of such
Distribution Date. 


                    “Deemed
Disposition Event” means,
in respect of any Equipment Note, the continuation of an Indenture Event of
Default in respect of such Equipment Note without an Actual Disposition Event
occurring in respect of such Equipment Note for a period of four years from the
date of the occurrence of such Indenture Event of Default.


7






                    “Delta”
means Delta
Air Lines, Inc., a Delaware corporation, and its successors and permitted
assigns. 


                    “Delta
Bankruptcy Event”
means the occurrence and continuation of any of the following: 


	
 

	
 


	
 

	
          (a)
 Delta consents to the appointment of or the taking of possession by a receiver,
 trustee or liquidator of itself or of a substantial part of its property,
 admits in writing its inability to pay its debts generally as they come due
 or makes a general assignment for the benefit of creditors; 


	
 

	
 


	
 

	
          (b)
 Delta files a voluntary petition in bankruptcy or a voluntary petition or an
 answer seeking reorganization, liquidation or other relief as a debtor in a
 case under any bankruptcy laws or insolvency laws (as in effect at such time)
 or an answer admitting the material allegations of a petition filed against
 Delta as a debtor in any such case, or Delta seeks relief as a debtor by
 voluntary petition, answer or consent, under the provisions of any other
 bankruptcy or other similar law providing for the reorganization or winding-up
 of corporations (as in effect at such time), or Delta seeks an agreement,
 composition, extension or adjustment with its creditors under such laws; or 


	
 

	
 


	
 

	
          (c)
 an order, judgment or decree is entered by any court of competent
 jurisdiction appointing, without the consent of Delta, a receiver, trustee
 or liquidator of Delta or sequestering any substantial part of its property,
 or granting any other relief in respect of Delta as a debtor under any
 bankruptcy laws or insolvency laws (as in effect at such time), and any such
 order, judgment or decree of appointment or sequestration remains in force
 undismissed, unstayed and unvacated for a period of 90 days after the date of
 entry thereof; or 


	
 

	
 


	
 

	
          (d)
 a petition against Delta as a debtor in a case under the federal bankruptcy
 laws or other insolvency laws (as in effect at such time) is filed and not
 withdrawn or dismissed within 90 days thereafter, or if, under the provisions
 of any law providing for reorganization or winding-up of corporations that
 applies to Delta, any court of competent jurisdiction assumes jurisdiction,
 custody or control of Delta or of any substantial part of its property and
 such jurisdiction, custody or control remains in force unrelinquished,
 unstayed and unterminated for a period of 90 days. 





                    “Delta
Provisions” has
the meaning specified in Section 8.01(a). 


                    “Deposit
Agreement”
means, subject to Section 4(a)(vi) of the Note Purchase Agreement, with respect
to any Class of Certificates, the Deposit Agreement pertaining to such Class,
dated as of the date hereof, between the Escrow Agent and the Depositary, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.


                    “Depositary”
means
Credit Suisse, New York Branch, as depositary under each Deposit Agreement.


8






                    “Deposits”
with
respect to any Class of Certificates, has the meaning set forth in the Deposit
Agreement pertaining to such Class.


                    “Designated
Representatives”
means the Subordination Agent Representatives, the Trustee Representatives and
the LP Representatives identified under Section 2.05. 


                    “Distribution
Date”
means a Regular Distribution Date or a Special Distribution Date. 


                    “Dollars”
or “$” means the lawful currency of the United
States.


                    “Downgrade
Drawing”
has the meaning specified in Section 3.05(c). 


                    “Downgrade
Event” with respect to any Liquidity Facitlity has
the meaning specified in each Liquidity Facility.


                    “Downgraded
Facility”
has the meaning specified in Section 3.05(c). 


                    “Drawing”
means an
Interest Drawing, a Final Drawing, a Non-Extension Drawing, a Special
Termination Drawing or a Downgrade Drawing, as the case may be.


                    “DTC”
means The
Depository Trust Company.


                    “Eligible
B Pool Balance” means,
as of any date, the excess of (A) the Pool Balance of the Class B Certificates
as of the immediately preceding Distribution Date (or, if such date is on or
before the first Distribution Date, the original aggregate face amount of the
Class B Certificates) (after giving effect to distributions made on such date)
over (B) the sum of (i) the outstanding principal amount of each Series B
Equipment Note that remains unpaid as of such date subsequent to the sale or
disposition of the Aircraft for cash under the Indenture pursuant to which such
Series B Equipment Note was issued and after giving effect to any distributions
of the proceeds of such sale or disposition applied under such Indenture to the
payment of each such Series B Equipment Note, (ii) the outstanding principal
amount of each Series B Equipment Note that remains unpaid as of such date
subsequent to the scheduled date of mandatory redemption of such Series B
Equipment Note following an Event of Loss (as defined in such Indenture) with
respect to the Aircraft which secured such Series B Equipment Note and after
giving effect to the distributions of any proceeds in respect of such Event of
Loss applied under such Indenture to the payment of each such Series B
Equipment Note, (iii) the excess, if any, of (x) the outstanding amount of
principal and interest as of the date of sale of each Series B Equipment Note
previously sold for cash over (y) the purchase price received with respect to
the sale of such Series B Equipment Note for cash (net of any applicable costs
and expenses of sale) and (iv) the outstanding principal amount of any Series B
Equipment Note with respect to which a Deemed Disposition Event has occurred;
provided, however, that if more than one of the clauses (i), (ii), (iii) and
(iv) is applicable to any one Series B Equipment Note, only the amount
determined pursuant to the clause that first became applicable shall be counted
with respect to such Series B Equipment Note.


                    “Eligible
C Pool Balance” means,
as of any date, the excess of (A) the Pool Balance of the Class C Certificates
as of the immediately preceding Distribution Date (or, if such 


9






date is on or before the first Distribution
Date, the original aggregate face amount of the Class C Certificates) (after
giving effect to distributions made on such date) over (B) the sum of (i) the
outstanding principal amount of each Series C Equipment Note that remains
unpaid as of such date subsequent to the sale or disposition of the Aircraft
for cash under the Indenture pursuant to which such Series C Equipment Note was
issued and after giving effect to any distributions of the proceeds of such
sale or disposition applied under such Indenture to the payment of each such
Series C Equipment Note, (ii) the outstanding principal amount of each Series C
Equipment Note that remains unpaid as of such date subsequent to the scheduled
date of mandatory redemption of such Series C Equipment Note following an Event
of Loss (as defined in such Indenture) with respect to the Aircraft which
secured such Series C Equipment Note and after giving effect to the
distributions of any proceeds in respect of such Event of Loss applied under
such Indenture to the payment of each such Series C Equipment Note, (iii) the
excess, if any, of (x) the outstanding amount of principal and interest as of
the date of sale of each Series C Equipment Note previously sold for cash over
(y) the purchase price received with respect to the sale of such Series C
Equipment Note for cash (net of any applicable costs and expenses of sale) and
(iv) the outstanding principal amount of any Series C Equipment Note with
respect to which a Deemed Disposition Event has occurred; provided, however,
that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to
any one Series C Equipment Note, only the amount determined pursuant to the
clause that first became applicable shall be counted with respect to such
Series C Equipment Note.


                    “Eligible
Deposit Account”
means either (a) a segregated account with an Eligible Institution or (b) a
segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or
any one of the states thereof or the District of Columbia (or any U.S. branch of a
foreign bank), having corporate trust powers and acting as trustee for funds
deposited in such account, so long as any of the securities of such depository
institution has a long-term unsecured debt rating of at least A3 or its
equivalent from Moody’s
and a long-term issuer credit rating of at least A- or its
equivalent from Standard
& Poor’s. An
Eligible Deposit Account may be maintained with the Subordination Agent or a Liquidity
Provider so long as the Subordination Agent or such Liquidity Provider is an
Eligible Institution; provided that the Subordination Agent, in its individual
capacity, or such Liquidity Provider shall have waived all rights of set-off
and counterclaim with respect to such account. 


                    “Eligible
Institution”
means (a) the corporate trust department of the Subordination Agent or any
Trustee, as applicable, or (b) a depository institution organized under the
laws of the United States of America or any one of the states thereof or the District of
Columbia (or any U.S. branch of a foreign bank), which has a long-term
unsecured debt rating or issuer
credit rating, as the case may be, from each Rating Agency of at least A3
or its equivalent by Moody’s or at least A- or its equivalent by S&P.


                    “Eligible
Investments”
means investments in (a) obligations of the United States government or
agencies thereof, or obligations guaranteed by the United States government,
(b) open market commercial paper of any corporation incorporated under the laws
of the United States or any state thereof rated at least P-1 or its equivalent
by Moody’s or at least A-1 or its equivalent by S&P, (c) certificates of
deposit issued by commercial banks organized under the laws of the United
States or of any political subdivision thereof (or any United States branch of a



10






foreign bank)
having a combined capital and surplus in excess of $500,000,000 which banks or
their holding companies have a rating of A or its equivalent by Moody’s or A or
its equivalent by S&P; provided, however, that the aggregate amount at any
one time invested in certificates of deposit issued by any one bank shall not
be in excess of 5% of such bank’s capital and surplus, (d) Dollar denominated
offshore certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in (c) or any subsidiary thereof, and (e) repurchase
agreements with any financial institution having combined capital and surplus
of at least $500,000,000 with any of the obligations described in clauses (a)
through (d) as collateral. If none of the above investments is available, the
entire amounts to be invested may be used to purchase Federal funds from an
entity described in clause (c). All Eligible Investments must be held in an
Eligible Deposit Account. Any of the investments described herein may be made
through or with, as applicable, the bank acting as Trustee or its Affiliates.


                    “Equipment
Note Buy-Out Event”
means, with respect to any Equipment Note issued and outstanding under an
Indenture, the occurrence and continuation of (i) a Certificate Buy-Out Event
and (ii) an Indenture Event of Default (other than any Delta Bankruptcy Event)
under such Indenture.


                    “Equipment
Note Special Payment”
means a Special Payment on account of the redemption, purchase or prepayment of
all of the Equipment Notes issued pursuant to an Indenture.


                    “Equipment
Notes”
means, at any time, the Series A Equipment Notes, the Series B Equipment Notes
and the Series C Equipment Notes, collectively, and in each case, any Equipment
Notes issued in exchange therefor or replacement thereof pursuant to the terms
of the Indentures. 


                    “Escrow
Agent” means
U.S. Bank National Association, as escrow agent under each Escrow and Paying
Agent Agreement, together with its successors in such capacity.


                    “Escrow
and Paying Agent Agreement”
means, with respect to any Class of Certificates, the Escrow and Paying Agent
Agreement pertaining to such Class dated as of the date hereof between the
Escrow Agent, the Initial Purchasers, the Trustee for such Class and the Paying
Agent, as the same may be amended, modified or supplemented from time to time
in accordance with the terms thereof.


                    “Escrow
Receipts” has
the meaning assigned to such term in the Escrow and Paying Agent Agreement for
the Class A Trust, Class B Trust or Class C Trust, as applicable.


                    “Excess
Liquidity Obligations”
means, with respect to an Indenture, the amounts payable under clauses (a),
(b), (c), (d) and (e) of Section 2.14 of such Indenture.


                    “Expected
Distributions”
means, with respect to the Certificates of any Trust on any Current
Distribution Date, the difference between (A) the Pool Balance of such
Certificates as of the immediately preceding Distribution Date (or, if the
Current Distribution Date is the first Distribution Date, the original
aggregate face amount of Certificates of such Trust) and (B) the Pool Balance
of such Certificates as of the Current Distribution Date calculated on the
basis that (i) the principal of any Non-Performing Equipment Notes held in such Trust has been paid in full



11






and such payments have been distributed to
the holders of such Certificates, (ii) the principal of any Performing
Equipment Notes held in such Trust has been paid when due (whether at stated
maturity or upon prepayment or purchase or otherwise, but without giving effect to any
Acceleration of Performing Equipment Notes) and such payments have been
distributed to the holders of such Certificates and (iii)
the principal of any Equipment Notes formerly held in such Trust that have been
sold pursuant to the terms hereof has been paid in full and such payments have
been distributed to the holders of such Certificates, but without giving effect
to any reduction in the Pool Balance as a result of any distribution
attributable to Deposits occurring after the immediately preceding Distribution
Date (or, if the Current Distribution Date is the first Distribution Date,
occurring after the initial issuance of the Certificates of such Trust). For purposes
of calculating Expected Distributions with respect to the Certificates of any
Trust, any Premium
paid on the Equipment Notes held in such Trust which has not been distributed
to the Certificateholders of such Trust (other than such Premium or a
portion thereof applied to the payment
of interest in respect of the Certificates of such Trust or the reduction of
the Pool Balance of such Trust) shall be added to the amount of such Expected
Distributions. 


                    “Expiry
Date” with
respect to any Liquidity Facility, has the meaning specified in such Liquidity
Facility. 


                    “Fee
Letter” means the
Fee Letter among Helaba, the Subordination Agent and Delta with respect to the
Liquidity Facilities and any fee letter entered into among the Subordination
Agent, Delta and any Replacement Liquidity Provider. 


                    “Final
Distributions”
means, with respect to the Certificates of any Trust on any Distribution Date,
the sum of (x) the aggregate amount of all accrued and unpaid interest on such
Certificates (excluding
interest, if any, payable with respect to the Deposits relating to such Trust) and
(y) the Pool Balance of such Certificates as of the immediately preceding Distribution
Date (less the amount of Deposits for such Class of Certificates as of such
preceding Distribution Date other than any portion of such Deposits thereafter
used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes
of calculating Final Distributions with respect to the Certificates of any
Trust, any Premium
paid on the Equipment Notes held in such Trust which has not been distributed
to the Certificateholders of such Trust (other than such Premium or a
portion thereof applied to the payment
of interest on the Certificates of such Trust or the reduction of the Pool
Balance of such Trust) shall be added to the amount of such Final
Distributions. 


                    “Final
Drawing” has
the meaning specified in Section 3.05(i). 


                    “Final
Legal Distribution Date”
means (i) with respect to the Class A Certificates, February 10, 2024, (ii)
with respect to the Class B Certificates, February 10, 2024, and (iii) with
respect to the Class C Certificates, August 10, 2014.


                    “Fitch”
means Fitch
Ratings, Inc.


                    “Fractional
Undivided Interest”
means the fractional undivided interest in a Trust that is represented by a
Certificate relating to such Trust. 


                    “Helaba”
has the
meaning specified in the preamble.


12






                    “Indenture”
means each
of the Indenture and Security Agreements entered into by the Loan Trustee and
Delta pursuant to the Note Purchase Agreement, in each case as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms.


                    “Indenture
Event of Default”
means, with respect to any Indenture, any Event of Default (as such term is
defined in such Indenture) thereunder. 


                    “Initial
Purchasers”
means the several initial purchasers listed as such in the Purchase Agreement. 


                    “Interest
Drawing” has
the meaning specified in Section 3.05(a). 


                    “Interest
Payment Date”
means, with respect to any Liquidity Facility, each date on which interest is
due and payable under such Liquidity Facility on a Downgrade Drawing,
Non-Extension Drawing or Final Drawing thereunder, other than any such date on which
interest is due and payable under such Liquidity Facility only on an Applied
Provider Advance (as such term is defined in such Liquidity Facility).



                    “Investment
Earnings”
means investment earnings on funds on deposit in the Trust Accounts net of
losses and the Subordination Agent’s reasonable expenses in making such
investments. 


                    “Junior
Additional Ceritificateholder”
has the meaning specified in Section 2.07(c).


                    “Lending
Office” has
the meaning, with respect to any Liquidity Facility, ascribed to such term in
such Liquidity Facility. 


                    “Lien”
means any
mortgage, pledge, lien, charge, claim, disposition of title, encumbrance,
lease, sublease or security interest of any kind, including, without
limitation, any of the foregoing arising under any conditional sales or other
title retention agreement. 


                    “Liquidity
Event of Default”,
with respect to any Liquidity Facility, has the meaning specified in such
Liquidity Facility. 


                    “Liquidity
Expenses”
means all Liquidity Obligations other than (i) the principal amount of any
Drawings under the Liquidity Facilities and (ii) any interest accrued on any
Liquidity Obligations. 


                    “Liquidity
Facility”
means, at any time, the Class A Liquidity Facility or the Class B Liquidity
Facility, as applicable. 


                    “Liquidity
Obligations”
means all principal, interest, fees and other amounts owing to the Liquidity
Providers under the Liquidity Facilities, Section 4.02 of the Participation
Agreements or the Fee Letter. 


13






                    “Liquidity
Provider”
means, at any time, the Class A Liquidity Provider or the Class B Liquidity
Provider, as applicable. 


                    “Loan
Trustee” means,
with respect to any Indenture, the bank, trust company or other financial
institution designated as loan trustee thereunder, and any successor to such
loan trustee. 


                    “Long-Term
Rating”
means, for any entity, (a) in the case of Fitch, the long-term issuer default
rating of such entity, (b) in the case of Moody’s, the long-term unsecured debt
rating of such entity, and (c) in the case of S&P, the long-term issuer
credit rating of such entity.


                    “LP
Incumbency Certificate”
has the meaning specified in Section 2.05(c). 


                    “LP
Representatives”
has the meaning specified in Section 2.05(c). 


                    “LTV
Appraisals” has
the meaning specified in Section 4.01(a).


                    “Majority
in Interest of Noteholders”,
with respect to any Indenture, has the meaning specified in such Indenture.


                    “Minimum
Sale Price”
means, with respect to any Aircraft or the Equipment Notes issued in respect of
such Aircraft, at any time, the lesser of (1) in the case
of the sale of an Aircraft, 80%, or in the case of the sale of such Equipment
Notes, 90%, of the Appraised Current Market Value of such
Aircraft and (2)
the sum of the aggregate
Note Target Price of such Equipment
Notes and an amount equal to the Excess Liquidity Obligations in respect of the
Indenture under which such Equipment Notes were issued.


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


                    “Non-Controlling
Party”
means, at any time, any Trustee or Liquidity Provider which is not the
Controlling Party at such time. 


                    “Non-Extended
Facility”
has the meaning specified in Section 3.05(d). 


                    “Non-Extension
Drawing”
has the meaning specified in Section 3.05(d). 


                    “Non-Performing
Equipment Note”
means an Equipment Note issued pursuant to an Indenture that is not a
Performing Equipment Note. 


                    “Note
Purchase Agreement”
means the Note Purchase Agreement, dated as of the date hereof, among Delta,
each Trustee, the Escrow Agent, the Subordination Agent and the Paying Agent,
as amended, supplemented or otherwise modified from time to time in accordance
with its terms.


                    “Note
Target Price”
means, for any Equipment Note issued under any Indenture, (i) the aggregate
outstanding principal amount of such Equipment Note, plus (ii) the accrued and
unpaid interest thereon, together with all other sums owing on or in respect of
such Equipment 


14






Note under such Indenture (including, without
limitation, enforcement costs incurred by the Subordination Agent in respect of
such Equipment Note).


                    “Officer’s
Certificate”
of any Person means a certification signed by a Responsible Officer of such
Person. 


                    “Operative
Agreements”
means this Agreement, the Liquidity Facilities, the Fee Letter, the Indentures,
the Trust Agreements, the Participation Agreements, the Purchase Agreement, the
Equipment Notes and the Certificates, together with all exhibits and schedules
included with any of the foregoing. 


                    “Outstanding”
means,
when used with respect to each Class of Certificates, as of the date of
determination, all Certificates of such Class theretofore authenticated and
delivered under the related Trust Agreement, except: 


	
 

	
 


	
 

	
          (i)
 Certificates of such Class theretofore canceled by the Registrar (as defined
 in such Trust Agreement) or delivered to the Trustee thereunder or such
 Registrar for cancellation; 


	
 

	
 


	
 

	
          (ii)
 all of the Certificates of such Class for which money in the full amount
 required to make the Final Distribution with respect to such Certificates
 pursuant to Section 11.01 of such Trust Agreement has been theretofore
 deposited with the related Trustee in trust for the holders of such
 Certificates as provided in Section 4.01 of such Trust Agreement, pending
 distribution of such money to such Certificateholders pursuant to such Final
 Distribution payment; and 


	
 

	
 


	
 

	
          (iii)
 Certificates of such Class in exchange for or in lieu of which other
 Certificates of such Class have been authenticated and delivered pursuant to
 such Trust Agreement; 





provided,
however, that in determining whether the holders of the requisite Fractional
Undivided Interest of such Certificates have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, any Certificates
owned by Delta or any of its Affiliates shall be disregarded and deemed not to
be Outstanding except that, in determining whether such Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Certificates that such Trustee knows to be so
owned shall be so disregarded. Notwithstanding the foregoing, (x) if Delta and
its Affiliates own 100% of the Certificates of any Class, such Certificates
shall not be so disregarded and (y) if any amount of such Certificates owned by
Delta and its Affiliates have been pledged in good faith, such Certificates
shall not be disregarded if the pledgee establishes to the satisfaction of the
applicable Trustee the pledgee’s right so to act with respect to such
Certificates and that the pledgee is not Delta or any of its Affiliates. 


                    “Overdue
Scheduled Payment”
means any Scheduled Payment which is not in fact received by the Subordination
Agent within five days after the Scheduled Payment Date relating thereto. 


15






                    “Participation
Agreement”
means, with respect to each Indenture, the “Participation Agreement” referred
to therein, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms. 


                    “Payees”
has the
meaning specified in Section 2.03(c).


                    “Paying
Agent” means
U.S. Bank Trust National Association, as paying agent under each Escrow and
Paying Agent Agreement, together with its successors in such capacity.


                    “Paying
Agent Account”
has the meaning assigned to such term in the Escrow and Paying Agent Agreements.


                    “Payment
Default”,
with respect to any Indenture, has the meaning specified in such Indenture.


                    “Performing
Equipment Note”
means an Equipment Note issued pursuant to an Indenture with respect to which
no Payment Default has occurred and is continuing (without giving effect to any
Acceleration); provided, that in the event of a bankruptcy proceeding in which
Delta is a debtor under the Bankruptcy Code, (i) any payment default occurring
before the date of the order for relief for such proceeding shall not be taken
into consideration during the 60-Day Period (or such longer period as may apply
under Section 1110(b) of the Bankruptcy Code) (the “Section 1110 period”), (ii)
any payment default occurring after the date of the order for relief in such
proceeding shall not be taken into consideration if such payment default is
cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the later of 30
days after the date of such default or the expiration of the Section 1110
Period and (iii) any payment default occurring after the Section 1110 Period
will not be taken into consideration if such payment default is cured before
the end of the grace period, if any, set forth in the related Indenture.


                    “Performing
Note Deficiency”
means any time that less than 65% of the then aggregate outstanding principal
amount of all Equipment Notes (other than any Additional Equipment Notes issued
under any Indenture) are Performing Equipment Notes. 


                    “Person”
means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, trustee, unincorporated organization
or government or any agency or political subdivision thereof. 


                    “Pool
Balance” means,
with respect to the Certificates of any Class, as of any date, (i) the original
aggregate face amount of the Certificates of such Class less (ii) the aggregate
amount of all distributions made in respect of such Certificates of such Trust
or in respect of Deposits relating to such Trust other than distributions made
as of such date in respect of interest or Premium or reimbursement of any costs
or expenses incurred in connection therewith. The Pool Balance as of any
Distribution Date with respect to each Class shall be computed after giving
effect to any special distribution with respect to unused Deposits, the payment
of principal, if any, on the Equipment Notes or payment with respect to other
Trust Property held in the related Trust and the distribution thereof to be
made on such date.


                    “Post-Default
Appraisal”
has the meaning specified in Section 4.1(a)(iv).


16






                    “Premium”
means any “Make-Whole Amount” as
such term is defined in any Indenture.


                    “Proceeding”
means any
suit in equity, action at law or other judicial or administrative proceeding. 


                    “PTC
Event of Default”
means, with respect to each Trust Agreement, the failure to distribute
within 10 Business Days after the
applicable Distribution Date: (i) the outstanding Pool
Balance of the applicable Class of Certificates on the Final Legal Distribution
Date for such Class or (ii) interest scheduled for distribution on such
Certificates on any Distribution Date (unless, in the case of the Class A Trust Agreement or the Class B Trust
Agreement, the Subordination Agent shall have made an
Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for
such Class, with respect thereto in an aggregate amount
sufficient to pay such interest and shall have distributed such amount to the
Trustee entitled thereto). 


                    “Purchase
Agreement”
means the Purchase Agreement, dated October 4, 2007 among the Initial
Purchasers and Delta, relating to the purchase of the Certificates by the
Initial Purchasers, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.


                    “Rating
Agencies”
means, collectively, at any time, each nationally recognized rating agency
which shall have been requested to rate the Certificates and which shall then
be rating the Certificates. The initial Rating Agencies will be Fitch, Moody’s
and S&P. 


                    “Ratings
Confirmation”
means, with respect to any action proposed to be taken, a written confirmation
from each of the Rating Agencies that such action would not result in (i) a
reduction of the rating for any Class of Certificates below the then current
rating for such Class of Certificates or (ii) a withdrawal or suspension of the
rating of any Class of Certificates. 


                    “Refinancing
Certificateholders”
has the meaning specified in Section 8.01(c).


                    “Refinancing
Certificates”
has the meaning specified in Section 8.01(c).


                    “Refinancing
Equipment Notes”
has the meaning specified in Section 8.01(c).


                    “Refinancing
Trust Agreement”
has the meaning specified in Section 8.01(c).


                    “Refinancing
Trust”
has the meaning specified in Section 8.01(c).


                    “Refinancing
Trustee”
has the meaning specified in Section 8.01(c).


                    “Register”,
with
respect to any Trust, has the meaning ascribed to such term in the Trust
Agreement for such Trust. 


                    “Registration
Rights Agreement”
means the Registration Rights Agreement dated October 11, 2007, among Delta,
the Initial Purchasers and the Class A Trustee, Class B Trustee and Class C
Trustee.


17






                    “Regular
Distribution Dates”
means each February 10 and August 10, commencing on February 10, 2008;
provided, however, that, if any such day shall not be a Business Day, the
related distribution shall be made on the next succeeding Business Day without
additional interest. 


                    “Replacement
Liquidity Facility”
means, for any Liquidity Facility, an irrevocable revolving credit agreement
(or agreements) in substantially the form of the replaced Liquidity Facility,
including reinstatement provisions, or in such other form (which may include a
letter of credit, surety bond, financial insurance policy or guaranty) as shall
permit the Applicable Rating Agencies to confirm in writing their respective
ratings then in effect for the Certificates of the Class with respect to which
such Liquidity Facility was issued (before downgrading of such ratings, if any,
as a result of the downgrading, if any, of the applicable Liquidity Provider),
in a face amount (or in an aggregate face amount) equal to the applicable
Required Amount and issued by a Person (or Persons) having Short-Term Ratings
issued by the Applicable Rating Agencies that are equal to or higher than the
Threshold Rating specified in clause (a)(i) or (b)(i), as applicable, of the
definition of Threshold Rating or if such Person (or Persons) does not have a
Short-Term Rating from a given Applicable Rating Agency, a Long-Term Rating
issued by such Applicable Rating Agency that is equal to or higher than the
Threshold Rating specified in clause (a)(ii) or (b)(ii), as applicable, of the
definition of Threshold Rating. Without limitation of the form that a
Replacement Liquidity Facility otherwise may have pursuant to the preceding
sentence, a Replacement Liquidity Facility for any Class of Certificates may
have a stated expiration date earlier than 15 days after the Final Legal
Distribution Date of such Class of Certificates so long as such Replacement
Liquidity Facility provides for a Non-Extension Drawing as contemplated by Section
3.05(d) hereof. 


                    “Replacement
Liquidity Provider”
means a Person (or Persons) who issues a Replacement Liquidity Facility. 


                    “Required
Amount”
means, with respect to each Liquidity Facility or the Cash Collateral Account
for any Class, for any day, the sum of the aggregate amount of interest,
calculated at the rate per annum equal to the Stated Interest Rate for the
related Class of Certificates on the basis of a 360-day year comprised of
twelve 30-day months, that would be distributable on such Class of Certificates
on each of the three successive Regular Distribution Dates immediately
following such day or, if such day is a Regular Distribution Date, on such day
and the succeeding two Regular Distribution Dates, in each case calculated on
the basis of the Pool Balance of such Class of Certificates on such date and
without regard to expected future distributions of principal on such Class of
Certificates. 


                    “Responsible
Officer”
means (i) with respect to the Subordination Agent and each of the Trustees, any
officer in the Corporate Trust Department or similar department of the
Subordination Agent or such Trustee, as the case may be, or any other officer
customarily performing functions similar to those performed by the persons who
at the time shall be such officers or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject,
and (ii) with respect to each Liquidity Provider, any authorized officer of
such Liquidity Provider. 


18






                    “Scheduled
Payment”
means, with respect to any Equipment Note, (i) any payment of principal or
interest on such Equipment Note (other than an Overdue Scheduled Payment) or
(ii) any distribution in respect of interest on such Equipment Note to the
Certificateholders of Certificates of the corresponding Class of Certificates
with funds drawn under the Liquidity Facility for such Class or withdrawn from
the Cash Collateral Account for such Class, which payment in the case of clause
(i) or clause (ii) represents an installment of principal on such Equipment
Note at the stated maturity of such installment, or the payment of regularly
scheduled interest accrued on the unpaid principal amount of such Equipment
Note, or both; provided, however, that any payment of principal, Premium, if
any, or interest resulting from the redemption or purchase of any Equipment
Note shall not constitute a Scheduled Payment. 


                    “Scheduled
Payment Date”
means, with respect to any Scheduled Payment, the date on which such Scheduled
Payment is scheduled to be made. 


                    “Section
2.04 Fraction”
means, with respect to any Special Distribution Date, a fraction, the numerator
of which shall be the amount of principal of the applicable Series A Equipment
Notes and Series B Equipment Notes being redeemed, purchased or prepaid on such
Special Distribution Date, and the denominator of which shall be the aggregate
unpaid principal amount of all Series A Equipment Notes and Series B Equipment
Notes outstanding as of such Special Distribution Date.


                    “Senior
Additional Certificateholder”
has the meaning specified in Section 2.07(c).


                    “Senior
Additional Equipment Notes”
has the meaning specified in Section 2.07(c).


                    “Series
A Equipment Notes”
means the Series A Equipment Notes issued pursuant to each Indenture by Delta
and authenticated by the Loan Trustee thereunder, and any such Equipment Notes
issued in exchange therefor or replacement thereof pursuant to the terms of
such Indenture. 


                    “Series
B Equipment Notes”
means the Series B Equipment Notes issued pursuant to each Indenture by Delta
and authenticated by the Loan Trustee thereunder, and any such Equipment Notes
issued in exchange therefor or replacement thereof pursuant to the terms of
such Indenture. 


                    “Series
C Equipment Notes”
means the Series C Equipment Notes issued pursuant to each Indenture by Delta
and authenticated by the Loan Trustee thereunder, and any such Equipment Notes
issued in exchange therefor or replacement thereof pursuant to the terms of
such Indenture. 


                    “60-Day
Period” means
60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy Code.


                    “Short-Term
Rating”
means, for any entity, (a) in the case of Fitch, the short-term issuer default
rating of such entity, (b) in the case of Moody’s, the short-term unsecured 


19






debt rating of
such entity, and (c) in the case of S&P, the short-term issuer credit
rating of such entity.


                    “Special
Distribution Date”
means, with respect to any Special Payment, the Business Day chosen by the
Subordination Agent pursuant to Section 2.04(a) for the distribution of such
Special Payment in accordance with this Agreement. 


                    “Special
Payment”
means any payment (other than a Scheduled Payment or a distribution referred to
in Section 2.03(c)) in respect of, or any proceeds of, any Equipment Note or
Collateral (as defined in each Indenture). 


                    “Special
Payments Account”
means the Eligible Deposit Account created pursuant to Section 2.02(a) as a
sub-account to the Collection Account. 


                    “Special
Termination Drawing”
has the meaning assigned to such term in Section 3.05(k).


                    “Special
Termination Notice”
with respect to any Liquidity Facility has the meaning assigned to such term in
such Liquidity Facility.


                    “Stated
Amount” with
respect to any Liquidity Facility, means the Maximum Commitment (as defined in
such Liquidity Facility) of the applicable Liquidity Provider thereunder. 


                    “Stated
Expiration Date”
has the meaning specified in Section 3.05(d). 


                    “Stated
Interest Rate”
means (i) with respect to the Class A Certificates, 6.821% per annum, (ii) with
respect to the Class B Certificates, 8.021% per annum, and (iii) with respect
to the Class C Certificates, 8.954% per annum, plus, in the case of Class A,
Class B and Class C Certificates, an additional margin of 0.50% for any period
required by the Registration Rights Agreement.


                    “Subordination
Agent”
has the meaning specified in the introductory paragraph to this Agreement. 


                    “Subordination
Agent Incumbency
Certificate” has the meaning specified in Section 2.05(a). 


                    “Subordination
Agent Representatives”
has the meaning specified in Section 2.05(a). 


                    “S&P”
means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. 


                    “Tax”
and “Taxes” means all
governmental fees (including, without limitation, license, filing and
registration fees) and all taxes (including, without limitation, franchise,
excise, stamp, value added, income, gross receipts, sales, use and property
taxes), withholdings, assessments, levies, imposts, duties or charges, of any
nature whatsoever, together with any 


20






related
penalties, fines, additions to tax or interest thereon imposed, withheld,
levied or assessed by any country, taxing authority or governmental subdivision
thereof or therein or by any international authority, including any taxes
imposed on any Person as a result of such Person being required to collect and
pay over withholding taxes. 


                    “Termination
Notice”
with respect to any Liquidity Facility has the meaning specified in such
Liquidity Facility. 


                    “Threshold
Rating”
means (a) in respect of the Class A Liquidity Provider, (i) a Short-Term Rating
of F1 in the case of Fitch, P-1 in the case of Moody’s and A-1 in the case of
S&P and (ii) in the case of any entity that does not have a Short-Term
Rating from any or all of such Applicable Rating Agencies, then in lieu of such
Short-Term Rating from any such Applicable Rating Agency or Applicable Rating
Agencies, a Long-Term Rating of A in the case of Fitch, A1 in the case of
Moody’s and A in the case of S&P; and (b) in respect of the Class B Liquidity
Provider, (i) a Short-Term Rating of P-1 in the case of Moody’s and A-1 in the
case of S&P and (ii) in the case of any entity that does not have a
Short-Term Rating from either or both of such Applicable Rating Agencies, then
in lieu of such Short-Term Rating from such Applicable Rating Agency or
Applicable Rating Agencies, a Long-Term Rating of A1 in the case of Moody’s and
A in the case of S&P. 


                    “Treasury
Regulations”
means regulations, including proposed or temporary regulations, promulgated
under the Code. References herein to specific provisions of proposed or
temporary regulations shall include analogous provisions of final Treasury
Regulations or other successor Treasury Regulations. 


                    “Triggering
Event”
means (x) the occurrence of an Indenture Event of Default under all of the
Indentures resulting in a PTC Event of Default with respect to the most senior
Class of Certificates then Outstanding, (y) the Acceleration of all of the
outstanding Equipment Notes or (z) the occurrence of a Delta Bankruptcy Event. 


                    “Trust”
means any of
the Class A Trust, the Class B Trust, or the Class C Trust. 


                    “Trust
Accounts” has
the meaning specified in Section 2.02(a). 


                    “Trust
Agreement”
means any of the Class A Trust Agreement, the Class B Trust Agreement, or the
Class C Trust Agreement. 


                    “Trust
Property”, with
respect to any Trust, has the meaning specified in the Trust Agreement for such
Trust. 


                    “Trust
Supplement”
means an agreement supplemental to the Basic Agreement pursuant to which (i) a
separate trust is created for the benefit of the holders of Certificates of a
series, (ii) the issuance of the Certificates of a series representing
Fractional Undivided Interests in such trust is authorized and (iii) the terms
of the Certificates of such series are established, as such agreement may from
time to time be supplemented, amended or otherwise modified. 


                    “Trustee”
means any of
the Class A Trustee, the Class B Trustee, or the Class C Trustee.


21






                    “Trustee
Incumbency Certificate”
has the meaning specified in Section 2.05(b). 


                    “Trustee
Representatives”
has the meaning specified in Section 2.05(b). 


                    “United
States” means
the United States of America. 


                    “U.S.
Bank” means U.S.
Bank Trust National Association.


                    “Withdrawal
Notice”
has the meaning specified in Section 3.05(d).


                    “Written
Notice”
means, from the Subordination Agent, any Trustee or Liquidity Provider, a
written instrument executed by the Designated Representative of such Person. An
invoice delivered by a Liquidity Provider pursuant to Section 3.01 in
accordance with its normal invoicing procedures shall constitute Written Notice
under such Section. 


ARTICLE II


TRUST ACCOUNTS; CONTROLLING PARTY



                    Section
2.01. Agreement to Terms of Subordination; Payments from Monies Received Only.
(a) Each Trustee hereby (i) acknowledges and agrees to the terms of
subordination and distribution set forth in this Agreement in respect of each
Class of Certificates and (ii) agrees to enforce such provisions and cause all
payments in respect of the Equipment Notes held by the Subordination Agent and
the Liquidity Facilities to be applied in accordance with the terms of this
Agreement. In addition, each Trustee hereby agrees to cause the Equipment Notes
purchased by the related Trust to be registered in the name of the
Subordination Agent or its nominee, as agent and trustee for such Trustee, to
be held in trust by the Subordination Agent solely for the purpose of
facilitating the enforcement of the subordination and other provisions of this
Agreement.  


                    (b)
Except as otherwise expressly provided in the next succeeding sentence of this
Section 2.01(b), all payments to be made by the Subordination Agent hereunder
shall be made only from amounts received by it that constitute Scheduled Payments,
Special Payments and other payments under the Operative Agreements, including
payments under Section 4.02 of the Participation Agreements and Section 2.14 of
the Indentures, and only to the extent that the Subordination Agent shall have
received sufficient income or proceeds therefrom to enable it to make such
payments in accordance with the terms hereof. Each of the Trustees and the
Subordination Agent hereby agrees, and each Certificateholder, by its
acceptance of a Certificate, and each Liquidity Provider, by entering into the
Liquidity Facility to which it is a party, has agreed, to look solely to such
amounts to the extent available for distribution to it as provided in this
Agreement, the relevant Deposits or the applicable Trust Agreement, as the case
may be, and that none of the Trustees, Loan Trustees or the Subordination Agent
is personally liable to any of them for any amounts payable or any liability
arising under this Agreement, any Trust Agreement, any Liquidity Facility or
such Certificate, except (in the case of the Subordination Agent) as expressly
provided herein or (in the case of the Trustees) as expressly provided herein
and in each Trust Agreement or (in the case of the Loan Trustees) as expressly
provided in any Operative Agreement. 


22






                    (c)
Notwithstanding anything to the contrary in this Agreement and in the other
Operative Agreements, the Certificates do not represent indebtedness of the
related Trust, and references in this Agreement and the Operative Agreements to
accrued interest or principal amounts payable on the Certificates of any Class
are included only for computational purposes. For purposes of such
computations, the Certificates of any Class shall be deemed to be comprised of
interest and principal components, with the principal component deemed to be
the Pool Balance, and the interest component deemed to equal interest accruing
at the Stated Interest Rate for such Class of Certificates from (i) the later
of (1) the date of the issuance thereof and (2) the most recent but preceding
Distribution Date to which such interest was distributed (ii) the applicable
date of determination, such interest to be considered payable in arrears and to
be calculated on the basis of a 360-day year comprised of twelve 30-day months.



                    Section
2.02. Trust Accounts. (a) Upon the execution of this Agreement, the
Subordination Agent shall establish and maintain in its name (i) the Collection
Account as an Eligible Deposit Account, bearing a designation clearly
indicating that the funds deposited therein are held in trust for the benefit
of the Trustees, the Certificateholders and the Liquidity Providers, and (ii)
as a sub-account in the Collection Account, the Special Payments Account as an
Eligible Deposit Account, bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the Trustees, the
Certificateholders and the Liquidity Providers. The Subordination Agent shall
establish and maintain the Cash Collateral Accounts pursuant to and under the
circumstances set forth in Section 3.05(f). Upon such establishment and
maintenance under Section 3.05(f), the Cash Collateral Accounts shall, together
with the Collection Account, constitute the “Trust Accounts” hereunder. Without
limiting the foregoing, all monies credited to the Trust Accounts shall be, and
shall remain, the property of the relevant Trust(s).


                    (b)
Funds on deposit in the Trust Accounts shall be invested and reinvested by the
Subordination Agent in Eligible Investments selected by Delta or its designated
representative if such investments are reasonably available and have maturities
no later than the earlier of (i) 90 days following the date of such investment
and (ii) the Business Day immediately preceding the Regular Distribution Date
or the date of the related distribution pursuant to Section 2.04, as the case
may be, next following the date of such investment; provided, however, that,
following the making of a Non-Extension Drawing under any Liquidity Facility,
the Subordination Agent shall invest and reinvest the amounts in the applicable
Cash Collateral Account in Eligible Investments pursuant to the written
instructions of the Liquidity Provider funding such Drawing, and provided
further, however, that upon the occurrence and during the continuation of a
Triggering Event, the Subordination Agent shall invest and reinvest such
amounts (other than amounts in the Cash Collateral Accounts as a result of a
Non-Extension Drawing, which shall be governed by the foregoing proviso) in
Eligible Investments in accordance with the written instructions of the
Controlling Party. Unless otherwise expressly provided in this Agreement
(including, without limitation, with respect to Investment Earnings on amounts
on deposit in the Cash Collateral Accounts, Section 3.05(f)), any Investment
Earnings shall be deposited in the Collection Account when received by the
Subordination Agent and shall be applied by the Subordination Agent in the same
manner as the other amounts on deposit in the Collection Account are to be
applied. The Subordination Agent’s reasonable fees and expenses actually
incurred in making such investments and any losses incurred in such investments
shall be charged against the principal amount invested. The Subordination Agent



23






shall not be
liable for any loss resulting from any investment, reinvestment or liquidation
required to be made under this Agreement other than by reason of its willful
misconduct or negligence. Eligible Investments and any other investment
required to be made hereunder shall be held to their maturities except that any
such investment may be sold (without regard to its maturity) by the
Subordination Agent without instructions whenever such sale is necessary to
make a distribution required under this Agreement. Uninvested funds held
hereunder shall not earn or accrue interest. 


                    (c)
The Subordination Agent shall possess all right, title and interest in all
funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof (including all income thereon, except as otherwise expressly provided
herein with respect to Investment Earnings). The Trust Accounts shall be held
in trust by the Subordination Agent under the sole dominion and control of the
Subordination Agent for the benefit of the Trustees, the Certificateholders and
the Liquidity Providers, as the case may be. If, at any time, any of the Trust
Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
to which a Rating Agency may consent) establish a new Collection Account,
Special Payments Account or Cash Collateral Account, as the case may be, as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Collection Account, Special Payments Account or Cash Collateral
Account, as the case may be. So long as the Subordination Agent is an Eligible
Institution, the Trust Accounts shall be maintained with it as Eligible Deposit
Accounts. 


                    Section
2.03. Deposits to the Collection Account and Special Payments Account.
(a) The Subordination Agent shall, upon receipt thereof, deposit in the
Collection Account all Scheduled Payments received by it (other than any
Scheduled Payment which by the express terms hereof is to be deposited to a
Cash Collateral Account). 


                    (b)
The Subordination Agent shall, on each day when one or more Special Payments
are made to the Subordination Agent as holder of the Equipment Notes, deposit
in the Special Payments Account the aggregate amount of such Special Payments. 


                    (c)
Subject to Section 2.07(h), in the event that a Loan Trustee distributes to the
Subordination Agent pursuant to Section 3.06 or clause “first” of Section 3.03
of any Indenture any amounts payable under clause (a), (b), (c) or (d) of
Section 2.14 of any Indenture, the Subordination Agent shall promptly deposit
such amounts in the Collection Account. Subject to Section 2.07(h), the
Subordination Agent will distribute promptly upon receipt thereof (or in the
case of any such payment, compensation or reimbursement in respect of the
Subordination Agent, will retain) (i) any indemnity payment received by it from
Delta in respect of any Trustee, the Subordination Agent or any Liquidity
Provider (collectively, the “Payees”) and (ii) any compensation or
reimbursement received by it from Delta or any Loan Trustee under any Operative
Agreement in respect of any Payee (including, without limitation, any fees
payable to any Liquidity Provider under Section 2.03 of any Liquidity Facility
or other amounts referred to in clauses (e) or (f) of Section 2.14 of any
Indenture), in any such case directly to the Payee entitled thereto, provided
that if such Payee has previously received from the Collection Account such
payment, compensation or reimbursement, then the Subordination Agent shall
deposit such amount in the Collection Account.


24








                    Section
2.04. Distributions of Special Payments. (a) Notice of Special
Payment. Except as provided in Section 2.04(c) below, upon receipt by the
Subordination Agent, as registered holder of the Equipment Notes, of any notice
of a Special Payment (or, in the absence of any such notice, upon receipt by
the Subordination Agent of a Special Payment), the Subordination Agent shall
promptly give notice thereof to each Trustee and the Liquidity Providers. The
Subordination Agent shall promptly calculate the amount of the proceeds of any
redemption or purchase of any Equipment Note or the amount of any Overdue
Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the case
may be, comprising such Special Payment under the applicable Indenture or
Indentures and shall promptly send to each Trustee a Written Notice of such
amount and the amount allocable to each Trust. Such Written Notice shall also
set the distribution date for such Special Payment (a “Special Distribution
Date”), which shall be the Business Day which immediately follows the later to
occur of (x) the 15th day after the date of such Written Notice or (y) the date
the Subordination Agent has received or expects to receive such Special
Payment. Amounts on deposit in the Special Payments Account shall be
distributed in accordance with Sections 2.04(b) and 2.04(c) and Article III
hereof, as applicable. 


                    For
the purposes of the application of any Equipment Note Special Payment
distributed on a Special Distribution Date in accordance with Section 3.02
hereof, so long as no Indenture Event of Default shall have occurred and be
continuing under any Indenture: 


                    (i)
clause “second” thereof shall be deemed to read as follows: second, accrued and
unpaid Liquidity Expenses then overdue plus an amount equal to all accrued and
unpaid Liquidity Expenses not yet overdue multiplied by the Section 2.04
Fraction shall be distributed to the Liquidity Providers pro rata on the basis
of the amount of Liquidity Expenses owed to each Liquidity Provider; 


                    (ii)
clause “third” thereof shall be deemed to read as follows: “third, (i) such
amount as shall be required to pay accrued and unpaid interest then overdue on
all Liquidity Obligations (at the rate, or in the amount, provided in the
applicable Liquidity Facility) plus an amount equal to the amount of accrued
and unpaid interest on the Liquidity Obligations not yet overdue multiplied by
the Section 2.04 Fraction and (ii) if one or more Special Termination Drawings
have been made under the Liquidity Facilities that have not been converted into
Final Advances, the outstanding amount of such Special Termination Drawings
shall be distributed to the Liquidity Providers, pro rata on the basis of the
amounts owed to each Liquidity Provider”; 


                    (iii)
clause “seventh” thereof shall be deemed to read as follows: “seventh, such
amount as shall be required to pay accrued, due and unpaid interest at the
Stated Interest Rate on the outstanding Pool Balance of the Class A
Certificates together with (without duplication) accrued and unpaid interest at
the Stated Interest Rate on the outstanding principal amount of the Series A
Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid,
in each case excluding interest, if any, payable with respect to the Deposits
relating to the Class A Trust shall be paid to the Class A Trustee”; 


                    (iv)
clause “eighth” thereof shall be deemed to read as follows: “eighth, such
amount as shall be required to pay any accrued, due and unpaid Class B Adjusted
Interest to the 


25






holders of the
Class B Certificates (excluding interest, if any, payable with respect to the
Deposits relating to the Class B Trust) shall be paid to the Class B Trustee”; 


                    (v)
clause “ninth” thereof shall be deemed to read as follows: “ninth, such amount
as shall be required to pay any accrued, due and unpaid Class C Adjusted
Interest to the holders of the Class C Certificates (excluding interest, if
any, payable with respect to the Deposits relating to the Class C Trust) shall
be paid to the Class C Trustee”; 


                    (vi)
clause “eleventh” thereof shall be deemed to read as follows: “eleventh, such
amount as shall be required to pay in full accrued, due and unpaid interest at
the Stated Interest Rate on the outstanding Pool Balance of the Class B
Certificates which was not previously paid pursuant to clause “eighth” above to
the holders of the Class B Certificates together with (without duplication)
accrued and unpaid interest at the Stated Interest Rate on the outstanding
principal amount of the Series B Equipment Notes held in the Class B Trust and
being redeemed, purchased or prepaid, in each case excluding interest, if any,
payable with respect to the Deposits relating to the Class B Trust;” and 


                    (vii)
clause “thirteenth” thereof shall be deemed to read as follows: “thirteenth,
such amount as shall be required to pay in full accrued, due and unpaid
interest at the Stated Interest Rate on the outstanding Pool Balance of the
Class C Certificates which was not previously paid pursuant to clause “ninth”
above to the holders of the Class C Certificates together with (without
duplication) accrued and unpaid interest at the Stated Interest Rate on the
outstanding principal amount of the Series C Equipment Notes held in the Class
C Trust and being redeemed, purchased or prepaid, in each case excluding
interest, if any, payable with respect to the Deposits relating to the Class C
Trust. 


                    (b)
Investment of Amounts in Special Payments Account. Any amounts on
deposit in the Special Payments Account prior to the distribution thereof
pursuant to Section 2.04 or 3.02 shall be invested in accordance with Section
2.02(b). Investment Earnings on such investments shall be distributed in
accordance with Article III hereof. 


                    (c)
Certain Payments. Except for amounts constituting Liquidity Obligations
which shall be distributed as provided in Section 3.02, the Subordination Agent
will distribute promptly upon receipt thereof (i) any indemnity payment or
expense reimbursement received by it from Delta in respect of any Trustee, any
Liquidity Provider, any Paying Agent, any Depositary or any Escrow Agent
(collectively, the “Payees”) and (ii) any compensation received by it from
Delta under any Operative Agreement in respect of any Payee, directly to the
Payee entitled thereto. 


                    Section
2.05. Designated Representatives. (a) With the delivery of this
Agreement, the Subordination Agent shall furnish to each Liquidity Provider and
each Trustee, and from time to time thereafter may furnish to each Liquidity
Provider and each Trustee, at the Subordination Agent’s discretion, or upon any
Liquidity Provider’s or Trustee’s request (which request shall not be made more
than one time in any 12-month period), a certificate (a “Subordination Agent
Incumbency Certificate”) of a Responsible Officer of the Subordination Agent
certifying as to the incumbency and specimen signatures of the officers of the
Subordination Agent and the attorney-in-fact and agents of the Subordination
Agent (the 


26






“Subordination
Agent Representatives”) authorized to give Written Notices on behalf of the Subordination
Agent hereunder. Until each Liquidity Provider and Trustee receives a
subsequent Subordination Agent Incumbency Certificate, it shall be entitled to
rely on the last Subordination Agent Incumbency Certificate delivered to it
hereunder. 


                    (b)
With the delivery of this Agreement, each Trustee shall furnish to the
Subordination Agent, and from time to time thereafter may furnish to the
Subordination Agent, at such Trustee’s discretion, or upon the Subordination
Agent’s request (which request shall not be made more than one time in any
12-month period), a certificate (with respect to each such Trustee, a “Trustee
Incumbency Certificate”) of a Responsible Officer of such Trustee certifying as
to the incumbency and specimen signatures of the officers of such Trustee and
the attorney-in-fact and agents of such Trustee (with respect to each such
Trustee, the “Trustee Representatives”) authorized to give Written Notices on
behalf of such Trustee hereunder. Until the Subordination Agent receives a
subsequent Trustee Incumbency Certificate from a Trustee, it shall be entitled
to rely on the last Trustee Incumbency Certificate with respect to such Trustee
delivered to it hereunder. 


                    (c)
With the delivery of this Agreement, each Liquidity Provider shall furnish to
the Subordination Agent, and from time to time thereafter may furnish to the
Subordination Agent, at such Liquidity Provider’s discretion, or upon the
Subordination Agent’s request (which request shall not be made more than one
time in any 12-month period), a certificate (with respect to each such
Liquidity Provider, an “LP Incumbency Certificate”) of a Responsible Officer of
such Liquidity Provider certifying as to the incumbency and specimen signatures
of the officers of such Liquidity Provider and the attorney-in-fact and agents
of such Liquidity Provider (with respect to each such Liquidity Provider, the
“LP Representatives” and, together with the Subordination Agent Representatives
and the Trustee Representatives, the “Designated Representatives”) authorized
to give Written Notices on behalf of such Liquidity Provider hereunder. Until
the Subordination Agent receives a subsequent LP Incumbency Certificate from a
Liquidity Provider, it shall be entitled to rely on the last LP Incumbency
Certificate with respect to such Liquidity Provider delivered to it hereunder. 


                    Section
2.06. Controlling Party. (a) Subject to Section 8.01(b), the Trustees
and the Liquidity Providers hereby agree that, with respect to any Indenture at
any given time, the Loan Trustee thereunder will be directed in taking, or
refraining from taking, any action under such Indenture or with respect to the
Equipment Notes issued thereunder (i) so long as no Indenture Event of Default
has occurred and is continuing thereunder, by a Majority in Interest of
Noteholders of such Equipment Notes (provided that, for so long as the
Subordination Agent is the registered holder of such Equipment Notes, the
Subordination Agent shall act with respect to this clause (i) in accordance
with the directions of the Trustees (in the case of each such Trustee, with
respect to the Equipment Notes issued under such Indenture and held as Trust
Property of such Trust) constituting, in the aggregate, directions with respect
to an outstanding principal amount of such Equipment Notes that, if held by
such Trustees directly, would make such Trustees a Majority in Interest of
Noteholders, and (ii) after the occurrence and during the continuance of an
Indenture Event of Default thereunder, in taking, or refraining from taking,
any action under such Indenture or with respect to such Equipment Notes,
including exercising remedies thereunder (including Accelerating the Equipment
Notes issued thereunder or 


27






foreclosing
the Lien created thereunder on the Aircraft securing such Equipment Notes), by
the Controlling Party (except as otherwise provided in Section 2.06(d)). 


                    (b)
Subject to paragraph (c) below, the “Controlling Party” shall be (x) the Class
A Trustee, (y) upon payment of Final Distributions to the holders of Class A
Certificates, the Class B Trustee and (z) upon payment of Final Distributions
to the holders of the Class B Certificates, the Class C Trustee. For purposes
of giving effect to the provisions of Section 2.06(a) and this Section 2.06(b),
the Trustees (other than the Controlling Party) irrevocably agree (and the
Certificateholders (other than the Certificateholders represented by the
Controlling Party) shall be deemed to agree by virtue of their purchase of
Certificates) that the Subordination Agent, as record holder of the Equipment
Notes, and subject always to the provisions of Section 2.06(a) and Article
VIII, shall exercise its voting rights in respect of the Equipment Notes so
held by the Subordination Agent as directed by the Controlling Party and any
vote so exercised shall be binding upon the Trustees and all
Certificateholders. 


                    The
Subordination Agent shall give Written Notice to all of the other parties to
this Agreement promptly upon a change in the identity of the Controlling Party.
Each of the parties hereto agrees that it shall not exercise any of the rights
of the Controlling Party at such time as it is not the Controlling Party
hereunder; provided, however, that nothing herein contained shall prevent or
prohibit any Non-Controlling Party from exercising such rights as shall be
specifically granted to such Non-Controlling Party hereunder and under the
other Operative Agreements. 


                    (c)
Notwithstanding the foregoing, at any time after 18 months from the earliest to
occur of (i) the date on which the entire Available Amount as of such date
under any Liquidity Facility shall have been drawn (for any reason other than a
Downgrade Drawing, a Special Termination Drawing or a Non-Extension Drawing but
including a Final Drawing, a Special Termination Drawing or a Downgrade Drawing
or a Non-Extension Drawing that has been converted to a Final Drawing under
such Liquidity Facility) and remains unreimbursed, (ii) the date on which the
entire amount of any Downgrade Drawing or Non-Extension Drawing under any
Liquidity Facility shall have become and remain “Applied Downgrade Advances” or
“Applied Non-Extension Advances”, as the case may be, under and as defined in
such Liquidity Facility and (iii) the date on which all Equipment Notes under
all Indentures shall have been Accelerated, the Liquidity Provider(s) with the
greatest amount of unreimbursed Liquidity Obligations owed to it (so long as
such Liquidity Provider has not defaulted in its obligation to make any Drawing
under any Liquidity Facility) shall have the right to elect, by Written Notice
to the Subordination Agent and each of the Trustees, to become the Controlling
Party hereunder with respect to any Indenture at any time from and including
the last day of such 18-month period. 


                    (d)
Notwithstanding the foregoing provisions of clauses (a) through (c) above, if
any holders of the Class B Certificates, Class C Certificates or Additional
Certificates exercise their right under Section 2.07 hereof to purchase
Equipment Notes issued under any Indenture, a Majority in Interest of
Noteholders under such Indenture, instead of the Controlling Party, shall be
entitled to direct the relevant Loan Trustee in taking, or refraining from
taking, any action under such Indenture or with respect to such Equipment
Notes, including exercising remedies thereunder (including Accelerating the
Equipment Notes issued thereunder or foreclosing the 


28






Lien on the
Aircraft securing such Equipment Notes) subject to their agreement to be
subject to the limitations of Sections 4.01(a)(ii) and 4.01(a)(iii) hereof (it
being understood and agreed that any Equipment Notes that continue to be held
by the Subordination Agent shall be voted in accordance with clause (a) above).



                    (e)
The exercise of remedies by the Controlling Party under this Agreement shall be
expressly limited by Section 4.01(a)(ii) and 4.01(a)(iii) hereof. 


                    (f)
The Controlling Party shall not be entitled to require or obligate any
Non-Controlling Party to provide funds necessary to exercise any right or
remedy hereunder. 


                    (g)
Notwithstanding anything contained herein, neither the Controlling Party nor
the Subordination Agent shall be authorized or empowered to do anything that
would cause any Trust to fail to qualify as a “grantor trust” for federal
income tax purposes. 


                    Section
2.07. Equipment Note Buy-Out Rights. (a) If an Equipment Note Buy-Out
Event has occurred and is continuing with respect to any Indenture, then so
long as no Class C Certificateholder or Additional Certificateholder has
elected to exercise its right to purchase Equipment Notes issued under such
Indenture pursuant to this Section 2.07 (upon such election and notification
thereof, the right specified in this Section 2.07(a) shall be suspended and (x)
upon consummation of the purchase pursuant to such election, such right shall
be terminated with respect to such Indenture, or (y) upon failure to consummate
such purchase on the proposed purchase date, such right shall be revived), any
Class B Certificateholder may, upon 15 days’ prior written notice to the
Subordination Agent, each Trustee (and each such Trustee shall promptly provide
such notice to all Certificateholders of its Trust) and the applicable Loan
Trustee, purchase on the third Business Day next following the expiry of such
15-day notice period all, but not less than all, of the Series A Equipment
Notes issued under such Indenture and held by the Subordination Agent for a
purchase price equal to the sum of the aggregate Note Target Price for such
Series A Equipment Notes plus an amount equal to the Excess Liquidity
Obligations in respect of such Indenture accrued as of the date of such
purchase. If prior to the end of such 15-day period, any other holder of the
Class B Certificates notifies the Subordination Agent, each Trustee (and each
such Trustee shall promptly notify all Certificateholders of its Trust,
including the purchasing Class B Certificateholder) and each applicable Loan
Trustee that it wishes to participate in such purchase, then such other
Certificateholder may join with the purchasing Certificateholder to purchase such
Series A Equipment Notes pro rata based on the interest in the Class B Trust
held by each such Certificateholder compared to such interests held by all such
participating Certificateholders. 


                    (b)
If an Equipment Note Buy-Out Event has occurred and is continuing with respect
to any Indenture, then, regardless of whether any Class B Certificateholder has
elected to exercise its right to purchase Equipment Notes under this Section
2.07 (and so long as no Additional Certificateholder has elected to exercise
its right to purchase Equipment Notes issued under such Indenture pursuant to
this Section 2.07 (upon such election and notification thereof, the right
specified in this Section 2.07(b) shall be suspended and (x) upon consummation
of the purchase pursuant to such election, such right shall be terminated with
respect to such Indenture, or (y) upon failure to consummate such purchase on
the proposed purchase date, such right shall be revived)), any Class C
Certificateholder may, upon 15 days’ prior written notice to the 


29






Subordination
Agent, each Trustee (and each such Trustee shall promptly provide such notice
to all Certificateholders of its Trust) and the applicable Loan Trustee,
purchase on the third Business Day next following the expiry of such 15-day
notice period all, but not less than all, of the Series A Equipment Notes and
the Series B Equipment Notes issued under such Indenture and held by the
Subordination Agent for a purchase price equal to the sum of the aggregate Note
Target Price for such Series A Equipment Notes and Series B Equipment Notes
plus an amount equal to Excess Liquidity Obligations in respect of such
Indenture accrued as of the date of such purchase. If prior to the end of such
15-day period, any other holder of the Class C Certificates notifies the
Subordination Agent, each Trustee (and each such Trustee shall promptly notify
all Certificateholders of the applicable Trust, including the purchasing Class
C Certificateholder) and each applicable Loan Trustee that it wishes to
participate in such purchase, then such other Certificateholder may join with
the purchasing Certificateholder to purchase such Series A Equipment Notes and
Series B Equipment Notes pro rata based on the interest in the Class C Trust
held by each such Certificateholder compared to such interests held by all such
participating Certificateholders. 


                    (c)
If an Equipment Note Buy-Out Event has occurred and is continuing with respect
to any Indenture, then regardless of whether any Class B Certificateholder or
Class C Certificateholder (or, if applicable, any Senior Additional
Certificateholder (as defined below)) has elected to exercise its right to
purchase Equipment Notes under this Section 2.07 (and so long as no Junior Additional
Certificateholder (as defined below) has elected to exercise its right to
purchase Equipment Notes issued under such Indenture pursuant to this Section
2.07 (upon such election and notification thereof, the right specified in this
Section 2.07(c) shall be suspended and (x) upon consummation of the purchase
pursuant to such election, such right shall be terminated with respect to such
Indenture, or (y) upon failure to consummate such purchase on the proposed
purchase date, such right shall be revived)), any Additional Certificateholder
may, upon 15 days’ prior written notice to the Subordination Agent, each
Trustee (and each such Trustee shall promptly provide such notice to all
Certificateholders of the applicable Trust) and the applicable Loan Trustee,
purchase on the third Business Day next following the expiry of such 15-day
notice period all, but not less than all, of the Series A Equipment Notes, the
Series B Equipment Notes and Series C Equipment Notes (and, if applicable, any
Senior Additional Equipment Notes (as defined below)) issued under such
Indenture and held by the Subordination Agent for a purchase price equal to the
sum of the aggregate Note Target Price for such Series A Equipment Notes,
Series B Equipment Notes and Series C Equipment Notes (and, if applicable, any
Senior Additional Equipment Notes) plus an amount equal to the Excess Liquidity
Obligations in respect of such Indenture accrued as of the date of such
purchase. If prior to the end of such 15-day period, any other holder of such
class of Additional Certificates notifies the Subordination Agent, each Trustee
(and each such Trustee shall promptly notify all Certificateholders of the
applicable Trust, including the purchasing Additional Certificateholder) and
each applicable Loan Trustee that it wishes to participate in such purchase,
then such other Certificateholder may join with the purchasing
Certificateholder to purchase such Series A Equipment Notes, Series B Equipment
Notes and Series C Equipment Notes (and, if applicable, any Senior Additional
Equipment Notes) pro rata based on the interest in the applicable Trust held by
each such Certificateholder compared to such interests held by all such
participating Certificateholders. 


30






                    “Junior
Additional Certificateholder” means, with respect to any Additional
Certificateholder exercising its right to purchase Equipment Notes under this
Section 2.07(c) or purchase Certificates under the applicable Trust Agreement,
any holder of any class (or classes) of Additional Certificates that rank
junior, in priority of payment under this Agreement, to the class of Additional
Certificates held by such Additional Certificateholder. 


                    “Senior
Additional Certificateholder” means, with respect to any Additional
Certificateholder exercising its right to purchase Equipment Notes under this
Section 2.07(c), any holder of any class (or classes) of Additional
Certificates that rank senior, in priority of payment under this Agreement, to
the class of Additional Certificates held by such Additional Certificateholder.



                    “Senior
Additional Equipment Notes” means, with respect to any Additional
Certificateholder exercising its right, under this Section 2.07(c), to purchase
Equipment Notes issued under any Indenture, any series of Additional Equipment
Notes that rank senior, in priority of payment under such Indenture, to the
series of Additional Equipment Notes corresponding to the class of Additional
Certificates held by such Additional Certificateholder. 


                    (d)
On the date of any purchase by the Class B Certificateholders, the Class C
Certificateholders or any Additional Certificateholders, as applicable, of
Equipment Notes issued under any Indenture, the purchasing Certificateholders
shall pay to the Subordination Agent in immediately available funds the
aggregate purchase price of all of the Equipment Notes being purchased as
specified in this Section 2.07. The proceeds received by the Subordination
Agent pursuant to this clause (d) shall be promptly applied by the
Subordination Agent in accordance with Sections 2.04 and 3.02 hereof, as
applicable. 


                    (e)
From and after the purchase of any Equipment Notes pursuant to this Section
2.07, any proceeds or payments made with respect to such purchased Equipment
Notes shall be paid directly to the holders of such Equipment Notes in
accordance with the related Indenture pro rata among such holders and shall not
be subject to application under Article III hereof. Any proceeds or payments
made with respect to any Equipment Notes under the related Indenture not
purchased pursuant to this Section 2.07 shall continue to be paid to the
Subordination Agent and shall be applied in accordance with Article III hereof.



                    (f)
Notwithstanding the purchase of any Equipment Notes under any Indenture
pursuant to this Section 2.07, the provisions of the Granting Clause, Section
2.06, Article III and Section 11.01 of such Indenture and the definitions of
Indenture Indemnitee, Related Additional Series Equipment Note, Related
Equipment Note, Related Indenture Indemnitee, Related Noteholder, Related
Secured Obligations, Related Series A Equipment Note, Related Series B
Equipment Note and Related Series C Equipment Note (the “Cross-Collateralization
Provisions”) shall remain unchanged and in full force and effect, and may not
be amended, modified or otherwise waived in any manner without the prior
written consent of the Subordination Agent acting on the instructions of each
Trustee. As a condition precedent to any purchase of Equipment Notes under this
Section 2.07, each purchasing Certificateholder shall confirm in writing to the
Subordination Agent that such purchasing Certificateholder acknowledges,
consents and agrees to the provisions of this Section 2.07(f) and shall not
take any action in contravention thereof or otherwise amend, modify or waive
the Cross-


31






Collateralization
Provisions of such Indenture, and further acknowledges, consents and agrees to
the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) hereof. 


                    (g)
In the event that Delta or any of its Affiliates is an owner of a Class B
Certificate or Class C Certificate (or an Additional Certificate), it shall not
have any right, as a Class B Certificateholder or Class C Certificateholder (or
an Additional Certificateholder), as applicable, to purchase any Equipment
Notes under this Section 2.07. 


                    (h)
In connection with the purchase of Equipment Notes pursuant to this Section
2.07, upon the payment by any Certificateholder of the applicable Excess
Liquidity Obligations and that portion of Note Target Price constituting
enforcement costs incurred by the Subordination Agent, such Certificateholder,
as the holder of such Equipment Notes, shall be subrogated to the right of the
Subordination Agent to receive payment of such amounts in respect of such
Equipment Notes under the applicable Indenture. 


                    (i)
The right of any Certificateholder to purchase Equipment Notes pursuant to this
Section 2.07 shall be subject to such purchase being exempt from, or not
subject to, the registration requirements of the Securities Act of 1933, as
amended, and in compliance with other applicable state or foreign securities
laws. Each purchaser shall be required to provide to the Subordination Agent
and Delta reasonably satisfactory evidence of compliance with such laws. 


                    (j)
Any Taxes or expenses incurred by the applicable Loan Trustee, the Subordination
Agent or the applicable Trustee in connection with the sale of any Equipment
Note pursuant to the exercise by one or more Certificateholders of the right to
purchase Equipment Notes pursuant to this Section 2.07 shall be paid by such
purchasing Certificateholders, on a pro rata basis. 


ARTICLE III


RECEIPT, DISTRIBUTION AND APPLICATION OF 

AMOUNTS RECEIVED


                    Section
3.01. Written Notice of Distribution. (a) No later than 3:00 P.M. (New
York City time) on the Business Day immediately preceding each Distribution
Date, each of the following Persons shall deliver to the Subordination Agent a
Written Notice setting forth the following information as at the close of
business on such Business Day: 


	
 

	
 


	
 

	
          (i)
 With respect to the Class A Certificates, the Class A Trustee shall
 separately set forth the amounts to be paid in accordance with clause “first”
 (to reimburse payments made by such Trustee or the Class A
 Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of
 clause “first”) of Section 3.02 hereof, subclauses (ii) and (iii) of clause
 “sixth” of Section 3.02 hereof and clauses “seventh” and “tenth” of Section
 3.02 hereof; 





32






	
 

	
 


	
 

	
          (ii)
 With respect to the Class B Certificates, the Class B Trustee shall separately
 set forth the amounts to be paid in accordance with clause “first” (to
 reimburse payments made by such Trustee or the Class B Certificateholders, as
 the case may be, pursuant to subclause (ii) or (iv) of clause “first”) of
 Section 3.02 hereof, subclauses (ii) and (iii) of clause “sixth” of Section
 3.02 hereof and clauses “eighth”, “eleventh” and “twelfth” of Section 3.02
 hereof; 


	
 

	
 


	
 

	
          (iii)
 With respect to the Class C Certificates, the Class C Trustee shall
 separately set forth the amounts to be paid in accordance with clause “first”
 (to reimburse payments made by such Trustee or the Class C
 Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of
 clause “first”) of Section 3.02 hereof, subclauses (ii) and (iii) of clause
 “sixth” of Section 3.02 hereof and clauses “ninth”, “thirteenth” and
 “fourteenth” of Section 3.02 hereof; 


	
 

	
 


	
 

	
          (iv)
 With respect to each Liquidity Facility, the Liquidity Provider thereunder
 shall separately set forth the amounts to be paid to it in accordance with
 subclauses (iii) and (iv) of clause “first” of Section 3.2 hereof, clause
 “second” of Section 3.02 hereof, clause “third” of Section 3.02 hereof,
 clause “fourth” of Section 3.02 hereof and clause “fifth” of Section 3.02
 hereof; and 


	
 

	
 


	
 

	
          (v)
 Each Trustee shall set forth the amounts to be paid in accordance with clause
 “sixth” of Section 3.02 hereof. 





                    (b)
At such time as a Trustee or a Liquidity Provider shall have received all
amounts owing to it (and, in the case of a Trustee, the Certificateholders for
which it is acting) pursuant to Section 3.02 hereof, as applicable, and, in the
case of a Liquidity Provider, its commitment or obligations under the related
Liquidity Facility shall have terminated or expired, such Person shall, by a
Written Notice, so inform the Subordination Agent and each other party to this
Agreement. 


                    (c)
As provided in Section 6.05, the Subordination Agent shall be fully protected
in relying on any of the information set forth in a Written Notice provided by
any Trustee or any Liquidity Provider pursuant to paragraphs (a) and (b) above
and shall have no independent obligation to verify, calculate or recalculate
any amount set forth in any Written Notice delivered in accordance with such
paragraphs. 


                    (d)
Any Written Notice delivered by a Trustee, a Liquidity Provider or the
Subordination Agent, as applicable, pursuant to Section 3.01, if made prior to
10:00 A.M. (New York City time) on any Business Day shall be effective on the
date delivered (or if delivered later on a Business Day or if delivered on a
day that is not a Business Day shall be effective as of the next Business Day).
Subject to the terms of this Agreement, the Subordination Agent shall as
promptly as practicable comply with any such instructions; provided, however,
that any transfer of funds pursuant to any instruction received after 10:00
A.M. (New York City time) on any Business Day may be made on the next
succeeding Business Day. 


                    (e)
In the event the Subordination Agent shall not receive from any Person any
information set forth in paragraph (a) above which is required to enable the
Subordination 


33








Agent to make
a distribution to such Person pursuant to Section 3.02 hereof, the
Subordination Agent shall request such information and, failing to receive any
such information, the Subordination Agent shall not make such distribution(s)
to such Person. In such event, the Subordination Agent shall make distributions
pursuant to clauses “first” through “fourteenth” of Section 3.02 to the extent
it shall have sufficient information to enable it to make such distributions,
and shall continue to hold any funds remaining on the terms hereof, including
Section 2.02(b), after making such distributions, until the Subordination Agent
shall receive all necessary information to enable it to distribute any funds so
withheld, and upon receipt of the information necessary to distribute any funds
so withheld, the Subordination Agent shall distribute such funds. 


                    (f)
On such dates (but not more frequently than monthly) as any Liquidity Provider
or any Trustee shall request, but in any event automatically at the end of each
calendar quarter, the Subordination Agent shall send to such party a written
statement reflecting all amounts on deposit with the Subordination Agent
pursuant to Section 3.01(e). 


                    The
notices required under this Section 3.01(a) may be in the form of a schedule or
similar document provided to the Subordination Agent by the parties referenced
therein or by any one of them, which schedule or similar document may state
that, unless there has been a prepayment of the Equipment Notes, such schedule
or similar document is to remain in effect until any substitute notice or
amendment shall be given to the Subordination Agent by the party providing such
notice. 


                    Section
3.02. Distribution of Amounts on Deposit in the Collection Account. Except as otherwise provided in Sections 2.04, 3.01(e), 3.03, 3.05(b) and
3.05(k), amounts on deposit in the Collection Account (including amounts on
deposit in the Special Payments Account) shall be promptly distributed on each
Regular Distribution Date (or, in the case of any amount described in Sections
2.04(a) or 2.04(b), on the Special Distribution Date thereof) in the following
order of priority and in accordance with the information provided to the
Subordination Agent pursuant to Section 3.01(a): 


                    first,
such amount as shall be required to reimburse (i) the Subordination Agent for
any reasonable out-of-pocket costs and expenses actually incurred by it (to the
extent not previously reimbursed) or reasonably expected to be incurred by it
for the period ending on the next succeeding Regular Distribution Date (which
shall not exceed $150,000 unless approved in writing by the Controlling Party
and accompanied by evidence that such costs are actually expected to be
incurred) in the protection of, or the realization of the value of, the
Equipment Notes or any Collateral, shall be applied by the Subordination Agent
in reimbursement of such costs and expenses, (ii) any Trustee for any amounts
of the nature described in clause (i) above actually incurred by it under the
applicable Trust Agreement (to the extent not previously reimbursed), shall be
distributed to such Trustee, (iii) any Liquidity Provider for any amounts of
the nature described in clause (i) above actually incurred by it (to the extent
not previously reimbursed), shall be distributed to such Liquidity Provider,
and (iv) any Liquidity Provider or any Certificateholder for payments, if any,
made by it to the Subordination Agent or any Trustee in respect of amounts
described in clause (i) above actually incurred by it (to the extent not
previously reimbursed) (collectively, the “Administration Expenses”), shall be
distributed to such Liquidity Provider or the applicable 


34






Trustee for
the account of such Certificateholder, in each such case, pro rata on the basis
of all amounts described in clauses (i) through (iv) above; 


                    second,
such amount as shall be required to pay all accrued and unpaid Liquidity
Expenses owed to each Liquidity Provider shall be distributed to the Liquidity
Providers pro rata on the basis of the amount of Liquidity Expenses owed to
each Liquidity Provider; 


                    third,
such amount as shall be required to pay (i) the aggregate amount of accrued and
unpaid interest on all Liquidity Obligations (at the rate, or in the amount,
provided in the applicable Liquidity Facility), and (ii) if one or more Special
Termination Drawings have been made under the Liquidity Facilities that have
not been converted into Final Advances, the outstanding amount of such Special
Termination Drawings, pro rata on the basis of the amounts owed to each
Liquidity Provider; 


                    fourth,
such amount as shall be required (A) if any Cash Collateral Account had been previously
funded as provided in Section 3.05(f), unless (i) on such Distribution Date a
Performing Note Deficiency exists and a Liquidity Event of Default shall have
occurred and be continuing with respect to the relevant Liquidity Facility or
(ii) a Final Drawing shall have occurred with respect to such Liquidity
Facility, to fund such Cash Collateral Account up to its Required Amount shall
be deposited in such Cash Collateral Account, (B) if any Liquidity Facility
shall become a Downgraded Facility or a Non-Extended Facility at a time when
unreimbursed Interest Drawings under such Liquidity Facility have reduced the
Available Amount thereunder to zero, unless (i) on such Distribution Date a
Performing Note Deficiency exists and a Liquidity Event of Default shall have
occurred and be continuing with respect to the relevant Liquidity Facility or
(ii) a Final Drawing shall have occurred with respect to such Liquidity
Facility, to deposit into the related Cash Collateral Account an amount equal
to such Cash Collateral Account’s Required Amount shall be deposited in such
Cash Collateral Account, and (C) if, with respect to any particular Liquidity
Facility, neither subclause (A) nor subclause (B) of this clause “fourth” is
applicable, to pay or reimburse the Liquidity Provider in respect of such
Liquidity Facility in an amount equal to the outstanding amount of all
Liquidity Obligations then due under such Liquidity Facility (other than
amounts payable pursuant to clause “second” or “third” of this Section 3.02),
pro rata on the basis of the amounts of all such deficiencies and/or
unreimbursed Liquidity Obligations payable to each Liquidity Provider; 


                    fifth,
if, with respect to any particular Liquidity Facility, any amounts are to be
distributed pursuant to either subclause (A) or (B) of clause “fourth” above,
then the Liquidity Provider with respect to such Liquidity Facility shall be
paid the excess of (x) the aggregate outstanding amount of unreimbursed
Advances (whether or not then due) under such Liquidity Facility over (y) the
Required Amount for the relevant Class, pro rata, without duplication of any
amounts distributed pursuant to clauses “first”, “second”, “third”, and
“fourth” on the basis of such amounts in respect of each Liquidity Provider; 


                    sixth,
such amount as shall be required to reimburse or pay (i) the Subordination
Agent for any Tax (other than Taxes imposed on compensation paid hereunder),
expense, fee, charge or other loss incurred by, or any other amount payable to,
the Subordination Agent in connection with the transactions contemplated hereby
(to the extent not previously reimbursed), shall be applied by the
Subordination Agent in reimbursement of such amount, (ii) each Trustee for any
Tax (other than Taxes imposed on compensation paid under the 


35






applicable
Trust Agreement), expense, fee, charge, loss or any other amount payable to,
such Trustee under the applicable Trust Agreements (to the extent not
previously reimbursed), shall be distributed to such Trustee, and (iii) each
Certificateholder for payments, if any, made by it pursuant to Section 5.02
hereof in respect of amounts described in clause (i) above (without duplication
of any amounts distributed pursuant to subclause (iv) of clause “first” of this
Section 3.02) shall be distributed to the applicable Trustee for the account of
such Certificateholder, in each such case, pro rata, without duplication, on
the basis of all amounts described in clauses (i) through (iii) above; 


                    seventh,
such amount as shall be required to pay in full accrued and unpaid interest at
the Stated Interest Rate on Pool Balance of the Class A Certificates (excluding
interest, if any, payable with respect to the Deposits relating to the Class A
Trust) shall be distributed to the Class A Trustee; 


                    eighth,
such amount as shall be required to pay unpaid Class B Adjusted Interest to the
holders of the Class B Certificates (excluding interest, if any, payable with
respect to the Deposits relating to the Class B Trust) shall be distributed to
the Class B Trustee; 


                    ninth,
such amount as shall be required to pay unpaid Class C Adjusted Interest to the
holders of the Class C Certificates (excluding interest, if any, payable with
respect to the Deposits relating to the Class C Trust) shall be distributed to
the Class C Trustee; 


                    tenth,
such amount as shall be required to pay in full Expected Distributions to the
holders of the Class A Certificates on such Distribution Date shall be
distributed to the Class A Trustee; 


                    eleventh,
such amount as shall be required to pay in full accrued and unpaid interest at
the Stated Interest Rate on the Pool Balance of the Class B Certificates which
was not previously paid pursuant to clause “eighth” above to the holders of the
Class B Certificates (excluding interest, if any, payable with respect to the
Deposits relating to the Class B Trust) shall be distributed to the Class B
Trustee; 


                    twelfth,
such amount as shall be required to pay in full Expected Distributions to the
holders of the Class B Certificates on such Distribution Date shall be
distributed to the Class B Trustee; 


                    thirteenth,
such amount as shall be required to pay in full accrued and unpaid interest at
the Stated Interest Rate on the Pool Balance of the Class C Certificates which
was not previously paid pursuant to clause “ninth” above to the holders of the
Class C Certificates (excluding interest, if any, payable with respect to the
Deposits relating to the Class C Trust) shall be distributed to the Class C
Trustee; 


                    fourteenth,
such amount as shall be required to pay in full Expected Distributions to the
holders of the Class C Certificates on such Distribution Date shall be
distributed to the Class C Trustee; and 


                    fifteenth,
the balance, if any, of any such amount remaining thereafter shall be held in
the Collection Account for later distribution in accordance with this Article
III. 


                    With
respect to clauses “first” and “sixth” above, no amounts shall be reimbursable
to the Subordination Agent, any Trustee, any Liquidity Provider or any
Certificateholder for any payments made by any such Person in connection with
any Equipment 


36






Note that is
no longer held by the Subordination Agent (to the extent that such payments
relate to periods after such Equipment Note ceases to be held by the
Subordination Agent). 


                    Section
3.03. Other Payments. (a) Any payments received by the Subordination
Agent for which no provision as to the application thereof is made in this
Agreement shall be distributed by the Subordination Agent (i) in the order of
priority specified in Section 3.02 hereof and (ii) to the extent received or
realized at any time after the Final Distributions for each Class of
Certificates have been made, in the manner provided in clause “first” of
Section 3.02 hereof. 


                    (b)
Notwithstanding the priority of payments specified in Section 3.02, in the
event any Investment Earnings on amounts on deposit in any Cash Collateral
Account resulting from an Unapplied Provider Advance are deposited in the
Collection Account or the Special Payments Account, such Investment Earnings
shall be used to pay interest payable in respect of such Unapplied Provider
Advance to the extent of such Investment Earnings. 


                    (c)
If the Subordination Agent receives any Scheduled Payment after the Scheduled
Payment Date relating thereto, but prior to such payment becoming an Overdue
Scheduled Payment, then the Subordination Agent shall deposit such Scheduled
Payment in the Collection Account and promptly distribute such Scheduled
Payment in accordance with the priority of distributions set forth in Section
3.02; provided that, for the purposes of this Section 3.03(c) only, each
reference in clause “tenth”, “twelfth” or “fourteenth” of Section 3.02 to
“Distribution Date” shall be deemed to refer to such Scheduled Payment Date. 


                    Section
3.04. Payments to the Trustees and the Liquidity Providers. Any amounts
distributed hereunder to any Liquidity Provider shall be paid to such Liquidity
Provider by wire transfer of funds to the address such Liquidity Provider shall
provide to the Subordination Agent. The Subordination Agent shall provide a
Written Notice of any such transfer to the applicable Liquidity Provider at the
time of such transfer. Any amounts distributed hereunder by the Subordination
Agent to any Trustee that is not the same institution as the Subordination
Agent shall be paid to such Trustee by wire transfer of funds at the address
such Trustee shall provide to the Subordination Agent. 



                    Section
3.05. Liquidity Facilities. (a) Interest Drawings. If on any
Distribution Date, after giving effect to the subordination provisions of this
Agreement, the Subordination Agent shall not have sufficient funds for the
payment of any amounts due and owing in respect of accrued interest on the
Class A Certificates or the Class B Certificates (at the Stated Interest Rate
for such Class of Certificates) (other than any amount of interest which was
due and payable on the Class A Certificates or the Class B Certificates on such
Distribution Date but which remains unpaid due to the failure of the Depositary
to pay any amount of accrued interest on the Deposits on such Distribution
Date), then, prior to 12:30 p.m. (New York City time) on such Distribution
Date, (i) the Subordination Agent shall request a drawing (each such drawing,
an “Interest Drawing”) under the Liquidity Facility with respect to such Class
of Certificates in an amount equal to the lesser of (x) an amount sufficient to
pay the amount of such accrued interest shortfall (at the applicable Stated
Interest Rate for such Class of Certificates) and (y) the Available Amount
under such Liquidity Facility, and shall upon receipt of such amount pay such
amount to the Trustee with respect to each such Class of Certificates in
payment of such accrued interest shortfall.  


37






                    (b)
Application of Interest Drawings. Notwithstanding anything to the
contrary contained in this Agreement, (i) all payments received by the
Subordination Agent in respect of an Interest Drawing under the Class A
Liquidity Facility and all amounts withdrawn by the Subordination Agent from
the Class A Cash Collateral Account, and payable in each case to the Class A
Certificateholders or the Class A Trustee, shall be promptly distributed to the
Class A Trustee, and (ii) all payments received by the Subordination Agent in
respect of an Interest Drawing under the Class B Liquidity Facility and all
amounts withdrawn by the Subordination Agent from the Class B Cash Collateral
Account, and payable in each case to the Class B Certificateholders or the
Class B Trustee, shall be promptly distributed to the Class B Trustee. 


                    (c)
Downgrade Drawings. Each Liquidity Provider will promptly, but in any
event within ten days of its receipt of notice thereof, deliver notice of any
downgrading of its debt ratings to the Subordination Agent and Delta. If at any
time a Downgrade Event occurs with respect to any Liquidity Provider, within 10
days after such downgrading (but not later than the expiration date of the
Liquidity Facility issued by such Liquidity Provider in respect of which the
Downgrade Event occurs (the “Downgraded Facility”)), such Liquidity Provider or
Delta may arrange for a Replacement Liquidity Provider to issue and deliver a
Replacement Liquidity Facility to the Subordination Agent. If a Downgraded
Facility has not been replaced in accordance with the terms of this paragraph,
the Subordination Agent shall, on such 10th day (or if such 10th day is not a
Business Day, on the next succeeding Business Day) (or, if earlier, on the
expiration date of such Downgraded Facility), request a drawing in accordance
with and to the extent permitted by such Downgraded Facility (such drawing, a
“Downgrade Drawing”) of all available and undrawn amounts thereunder. Amounts
drawn pursuant to a Downgrade Drawing shall be maintained and invested as
provided in Section 3.05(f). Subject to Section 3.05(e)(iii), the applicable
Liquidity Provider may also arrange for a Replacement Liquidity Provider to
issue and deliver a Replacement Liquidity Facility at any time after such
Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in
full to such Liquidity Provider. 


                    (d)
Non-Extension Drawings. If any Liquidity Facility with respect to any
Class of Certificates is scheduled to expire on a date (the “Stated Expiration
Date”) prior to the date that is 15 days after the Final Legal Distribution
Date for such Class of Certificates, then no earlier than the 60th day and no
later than the 40th day prior to the then applicable Stated Expiration Date,
the Subordination Agent shall request in writing that such Liquidity Provider
extend the Stated Expiration Date to the earlier of (i) the date that is 15
days after the Final Legal Distribution Date for such Class of Certificates and
(ii) the date that is the day immediately preceding the 364th day after the
last day of the Consent Period (unless the obligations of such Liquidity
Provider thereunder are earlier terminated in accordance with such Liquidity
Facility). Whether or not the applicable Liquidity Provider has received a
request from the Subordination Agent, the Liquidity Provider shall by notice
(the “Consent Notice”) to the Subordination Agent, during the period commencing
on the date that is 60 days prior to the then effective Stated Expiration Date
(or if earlier, the date of such Liquidity Provider’s receipt of such request,
if any, from the Subordination Agent) and ending on the date that is 25 days
prior to such Stated Expiration Date (the “Consent Period”) advise the
Subordination Agent whether, in its sole discretion, it agrees to so extend the
Stated Expiration Date; provided that such extension shall not be
effective with respect to such Liquidity Provider if, by notice (the “Withdrawal
Notice”) 


38






to the
Subordination Agent prior to the end of the Consent Period, such Liquidity
Provider revokes its Consent Notice. If the Liquidity Provider advises the
Subordination Agent on or before the end of the Consent Period that such Stated
Expiration Date shall not be so extended or fails to irrevocably and
unconditionally advise the Subordination Agent on or before the end of the
Consent Period that such Stated Expiration Date shall be so extended or gives a
Withdrawal Notice to the Subordination Agent prior to the end of the Consent
Period (and, in each case, if the Liquidity Provider shall not have been
replaced in accordance with Section 3.05(e)), the Subordination Agent shall, on
the date on which the Consent Period ends (or as soon as possible thereafter
but prior to the Stated Expiration Date), in accordance with and to the extent
permitted by the terms of the expiring Liquidity Facility (a “Non-Extended
Facility”), request a drawing under such expiring Liquidity Facility (such drawing,
a “Non-Extension Drawing”) of all available and undrawn amounts thereunder.
Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and
invested in accordance with Section 3.05(f). If any amounts shall be drawn
pursuant to a Non-Extension Drawing and, within 30 days thereafter, the
Liquidity Provider shall not have been replaced, then at any time following the
45th day after such Non-Extension Drawing, the Liquidity Provider may, by
written notice to the Subordination Agent, agree to reinstate the Liquidity
Facility on the terms of the existing Liquidity Facility for a period ending on
the 364th day after the end of the Consent Period; provided, however, that in
such event the Liquidity Provider shall reimburse the Subordination Agent for
any costs actually incurred by or on behalf of the Subordination Agent in
drawing pursuant to the Non-Extension Drawing and funding the Cash Collateral
Account or otherwise in connection with the NonExtension Drawing.  


                    (e)
Issuance of Replacement Liquidity Facility. (i) Subject to Section
3.05(e)(iii), at any time, Delta may, at its option, with cause or without
cause, arrange for a Replacement Liquidity Facility to replace any Liquidity
Facility for any Class of Certificates (including any Replacement Liquidity
Facility provided pursuant to Section 3.05(e)(ii)); provided, however, that if
the initial Liquidity Provider is replaced it shall be replaced with respect to
all Liquidity Facilities under which it is a Liquidity Provider. If such
Replacement Liquidity Facility is provided at any time after a Downgrade
Drawing, a Non-Extension Drawing or a Special Termination Drawing has been
made, all funds on deposit in the relevant Cash Collateral Account resulting
from such Downgrade Drawing or Non-Extension Drawing will be returned to the
Liquidity Provider being replaced. 


                    (ii)
If any Liquidity Provider shall determine not to extend its Liquidity Facility
in accordance with Section 3.05(d), then such Liquidity Provider may, at its
option, arrange for a Replacement Liquidity Facility to replace such Liquidity
Facility during the period no earlier than 40 days and no later than 25 days
prior to the then effective Stated Expiration Date of such Liquidity Facility.
At any time after a Non-Extension Drawing has been made under any Liquidity
Facility, the Liquidity Provider thereunder may, at its option, arrange for a
Replacement Liquidity Facility to replace the Liquidity Facility under which
such NonExtension Drawing has been made. 


                    (iii)
No Replacement Liquidity Facility arranged by Delta or a Liquidity Provider in
accordance with clause (i) or (ii) above or pursuant to Section 3.05(c),
respectively, shall become effective and no such Replacement Liquidity Facility
shall be deemed a “Liquidity Facility” under the Operative Agreements, unless
and until (A) each of the conditions referred to 


39






in sub-clauses
(iv)(x) and (z) below shall have been satisfied, (B) if such Replacement
Liquidity Facility shall materially adversely affect the rights, remedies,
interests or obligations of the Class A Certificateholders or the Class B
Certificateholders under any of the Operative Agreements, the applicable
Trustee shall have consented, in writing, to the execution and issuance of such
Replacement Liquidity Facility and (C) in the case of a Replacement Liquidity
Facility arranged by a Liquidity Provider under Section 3.05(e)(ii) or pursuant
to Section 3.05(c), such Replacement Liquidity Facility is reasonably acceptable
to Delta. 


                    (iv)
In connection with the issuance of each Replacement Liquidity Facility, the
Subordination Agent shall (x) prior to the issuance of such Replacement
Liquidity Facility, obtain written confirmation from each Rating Agency that
such Replacement Liquidity Facility will not cause a reduction of any rating
then in effect for any Class of Certificates by such Rating Agency (without
regard to any downgrading of any rating of any Liquidity Provider being
replaced pursuant to Section 3.05(c)), (y) pay all Liquidity Obligations then
owing to the replaced Liquidity Provider (which payment shall be made first
from available funds in the applicable Cash Collateral Account as described in
Section 3.05(f), and thereafter from any other available source, including,
without limitation, a drawing under the Replacement Liquidity Facility) and (z)
cause the issuer of the Replacement Liquidity Facility to deliver the
Replacement Liquidity Facility to the Subordination Agent, together with a legal
opinion opining that such Replacement Liquidity Facility is an enforceable
obligation of such Replacement Liquidity Provider. 


                    (v)
Upon satisfaction of the conditions set forth in clauses (iii) and (iv) of this
Section 3.05(e) with respect to a Replacement Liquidity Facility, (1) the
replaced Liquidity Facility shall terminate, (2) the Subordination Agent shall,
if and to the extent so requested by Delta or the Liquidity Provider being
replaced, execute and deliver any certificate or other instrument required in
order to terminate the replaced Liquidity Facility, shall surrender the
replaced Liquidity Facility to the Liquidity Provider being replaced and shall
execute and deliver the Replacement Liquidity Facility and any associated Fee
Letter, (3) each of the parties hereto shall enter into any amendments to this
Agreement necessary to give effect to (a) the replacement of the applicable
Liquidity Provider with the applicable Replacement Liquidity Provider and (b)
the replacement of the applicable Liquidity Facility with the applicable
Replacement Liquidity Facility, and (4) the applicable Replacement Liquidity
Provider shall be deemed to be a Liquidity Provider with the rights and
obligations of a Liquidity Provider hereunder and under the other Operative
Agreements and such Replacement Liquidity Facility shall be deemed to be a
Liquidity Facility hereunder and under the other Operative Agreements. 


                    (f)
Cash Collateral Accounts; Withdrawals; Investments. In the event the
Subordination Agent shall draw all available amounts under the Class A
Liquidity Facility or the Class B Liquidity Facility pursuant to Section
3.05(c), 3.05(d), 3.05(i) or 3.05(k), or in the event amounts are to be
deposited in the Class A Cash Collateral Account or the Class B Cash Collateral
Account pursuant to subclause (A) or (B) of clause “fourth” of Section 3.02,
amounts so drawn or to be deposited, as the case may be, shall be deposited by
the Subordination Agent in the Class A Cash Collateral Account or the Class B
Cash Collateral Account, as applicable. All amounts on deposit in each Cash
Collateral Account shall be invested and reinvested in Eligible Investments in
accordance with Section 2.02(b). 


40






                    On
each Interest Payment Date (or, in the case of any Special Distribution Date
with respect to the distribution of a Special Payment, on such Special
Distribution Date), Investment Earnings on amounts on deposit in each Cash
Collateral Account with respect to any Liquidity Facility (or in the case of
any Special Distribution Date with respect to the distribution of a Special
Payment, so long as no Indenture Event of Default shall have occurred and be
continuing under any Indenture, a fraction of such Investment Earnings equal to
the Section 2.04 Fraction) shall be deposited in the Collection Account (or, in
the case of any Special Distribution Date with respect to the occurrence of a
Special Payment, the Special Payments Account) and applied on such Interest
Payment Date (or Special Distribution Date, as the case may be) in accordance
with Section 3.02 or 3.03 (as applicable). The Subordination Agent shall
deliver a written statement to Delta and each Liquidity Provider one day prior
to each Interest Payment Date and Special Distribution Date setting forth the
aggregate amount of Investment Earnings held in the Cash Collateral Accounts as
of such date. In addition, from and after the date funds are so deposited, the
Subordination Agent shall make withdrawals from such accounts as follows: 


	
 

	
 


	
 

	
          (i)
  on each Distribution Date, the Subordination Agent shall, to the extent it
  shall not have received funds to pay accrued and unpaid interest due and
  owing on the Class A Certificates (at the applicable Stated Interest Rate for
  the Class A Certificates) after giving effect to the subordination provisions
  of this Agreement, withdraw from the Class A Cash Collateral Account, and pay
  to the Class A Trustee, an amount equal to the lesser of (x) an amount
  necessary to pay accrued and unpaid interest (at the applicable Stated
  Interest Rate for the Class A Certificates) on such Class A Certificates and
  (y) the amount on deposit in the Class A Cash Collateral Account; 


	
 

	
 


	
 

	
          (ii)
  on each Distribution Date, the Subordination Agent shall, to the extent it
  shall not have received funds to pay accrued and unpaid interest due and
  owing on the Class B Certificates (at the applicable Stated Interest Rate for
  the Class B Certificates) after giving effect to the subordination provisions
  of this Agreement, withdraw from the Class B Cash Collateral Account, and pay
  to the Class B Trustee, an amount equal to the lesser of (x) an amount
  necessary to pay accrued and unpaid interest (at the Stated Interest Rate for
  the Class B Certificates) on such Class B Certificates and (y) the amount on
  deposit in the Class B Cash Collateral Account; 


	
 

	
 


	
 

	
          (iii)
  on each date on which the Pool Balance of the Class A Trust shall have been
  reduced by payments made to the Class A Certificateholders pursuant to
  Section 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying
  Agent Agreement for such Class, the Subordination Agent shall withdraw from
  the Class A Cash Collateral Account such amount as is necessary so that,
  after giving effect to the reduction of the Pool Balance on such date (and
  any reduction in the amounts on deposit in the Class A Cash Collateral
  Account resulting from a prior withdrawal of amounts on deposit in the Class
  A Cash Collateral Account on such date) and any transfer of Investment
  Earnings from such Cash Collateral Account to the Collection Account or the
  Special Payments Account on such date, an amount equal to the sum of the
  Required Amount (with respect to the Class A Liquidity Facility) plus (if on
  a Distribution Date not coinciding with an Interest Payment Date) Investment
  Earnings on deposit in such Cash Collateral Account (after giving effect to
  any such transfer of Investment Earnings) will be on deposit in the 





41






	
 

	
 


	
 

	
Class A Cash
  Collateral Account and shall first, pay such withdrawn amount to the Class A
  Liquidity Provider until the Liquidity Obligations (with respect to the Class
  A Certificates) owing to such Liquidity Provider shall have been paid in
  full, and second, deposit any remaining withdrawn amount in the Collection
  Account; 


	
 

	
 


	
 

	
          (iv)
  on each date on which the Pool Balance of the Class B Trust shall have been
  reduced by payments made to the Class B Certificateholders pursuant to
  Section 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying
  Agent Agreement for such Class, the Subordination Agent shall withdraw from
  the Class B Cash Collateral Account such amount as is necessary so that,
  after giving effect to the reduction of the Pool Balance on such date (and
  any reduction in the amounts on deposit in the Class B Cash Collateral
  Account resulting from a prior withdrawal of amounts on deposit in the Class
  B Cash Collateral Account on such date) and any transfer of Investment
  Earnings from such Cash Collateral Account to the Collection Account or the
  Special Payments Account on such date, an amount equal to the sum of the
  Required Amount (with respect to the Class B Liquidity Facility) plus (if on
  a Distribution Date not coinciding with an Interest Payment Date) Investment
  Earnings on deposit in such Cash Collateral Account (after giving effect to
  any such transfer of Investment Earnings) will be on deposit in the Class B
  Cash Collateral Account and shall first, pay such withdrawn amount to the
  Class B Liquidity Provider until the Liquidity Obligations (with respect to
  the Class B Certificates) owing to such Liquidity Provider shall have been
  paid in full, and second, deposit any remaining withdrawn amount in the
  Collection Account; 


	
 

	
 


	
 

	
          (v)
  if a Replacement Liquidity Facility for any relevant Class of Certificates
  shall be delivered to the Subordination Agent following the date on which
  funds have been deposited into the Cash Collateral Account for such Class of
  Certificates, the Subordination Agent shall withdraw all amounts remaining on
  deposit in such Cash Collateral Account and shall pay such amounts to the
  replaced Liquidity Provider until all Liquidity Obligations owed to such
  Person shall have been paid in full, and deposit any remaining amount in the
  Collection Account; and 


	
 

	
 


	
 

	
          (vi)
  following the payment of Final Distributions with respect to any Class of
  Certificates covered by a Liquidity Facility, on the date on which the
  Subordination Agent shall have been notified by the Liquidity Provider for
  such Class of Certificates that the Liquidity Obligations owed to such
  Liquidity Provider have been paid in full, the Subordination Agent shall
  withdraw all amounts on deposit in the Cash Collateral Account in respect of
  such Class of Certificates and deposit such amounts in the Collection
  Account. 





                    (g)
Reinstatement. With respect to any Interest Drawing under the Liquidity
Facility for any relevant Trust, upon the reimbursement of the applicable
Liquidity Provider for all or any part of the amount of such Interest Drawing,
together with any accrued interest thereon, the Available Amount of such
Liquidity Facility shall be reinstated by an amount equal to the amount of such
Interest Drawing so reimbursed to the applicable Liquidity Provider but not to
exceed the Stated Amount for such Liquidity Facility; provided, however, that
the Available Amount of such Liquidity Facility shall not be so reinstated in
part or in full at any time if (x) both a Performing Note Deficiency exists and
a Liquidity Event of Default shall have 


42






occurred and
be continuing with respect to the relevant Liquidity Facility or (y) a Final
Drawing, Downgrade Drawing, Non-Extension Drawing or a Special Termination
Drawing shall have occurred with respect to such Liquidity Facility or an
Interest Drawing shall have been converted into a Final Drawing. In the event
that, with respect to any particular Liquidity Facility, (i) funds are
withdrawn from the related Cash Collateral Account pursuant to clause (i), or
(ii) of Section 3.05(f) or (ii) such Liquidity Facility shall become a
Downgraded Facility or a Non-Extended Facility at a time when unreimbursed
Interest Drawings under such Liquidity Facility have reduced the Available
Amount thereunder to zero, then funds received by the Subordination Agent at
any time, other than (x) any time when both a Performing Note Deficiency exists
and a Liquidity Event of Default shall have occurred and be continuing with
respect to such Liquidity Facility or (y) any time after a Final Drawing shall
have occurred with respect to such Liquidity Facility shall be deposited in
such Cash Collateral Account as and to the extent provided in clause “fourth”
of Section 3.02 and applied in accordance with Section 3.05(f). 


                    (h)
Reimbursement. The amount of each drawing under the Liquidity Facilities
shall be due and payable, together with interest thereon, on the dates and at
the rates, respectively, provided in the Liquidity Facilities. 


                    (i)
Final Drawing. Upon receipt from a Liquidity Provider of a Termination
Notice with respect to any Liquidity Facility, the Subordination Agent shall,
not later than the date specified in such Termination Notice, in accordance
with the terms of such Liquidity Facility, request a drawing under such
Liquidity Facility of all available and undrawn amounts thereunder (a “Final
Drawing”). Amounts drawn pursuant to a Final Drawing shall be maintained and
invested in accordance with Section 3.05(f). 


                    (j)
Adjustments of Stated Amount. Promptly following each date on which the
Required Amount of the Liquidity Facility for a relevant Class of Certificates
is reduced as a result of a reduction in the Pool Balance with respect to such
Certificates or otherwise, the Subordination Agent shall, if any such Liquidity
Facility provides for reductions of the Stated Amount of such Liquidity
Facility and if such reductions are not automatic, request such Liquidity
Provider for such Class of Certificates to reduce such Stated Amount to an
amount equal to the Required Amount with respect to such Liquidity Facility (as
calculated by the Subordination Agent after giving effect to such payment).
Each such request shall be made in accordance with the provisions of the
applicable Liquidity Facility. 


                    (k)
Special Termination Drawing. Upon receipt from a Liquidity Provider of a
Special Termination Notice with respect to any Liquidity Facility, the
Subordination Agent shall, not later than the date specified in such Special
Termination Notice, in accordance with the terms of such Liquidity Facility,
request a drawing under such Liquidity Facility of all available and undrawn
amounts thereunder (a “Special Termination Drawing”). Amounts drawn pursuant to
a Special Termination Drawing shall be maintained and invested in accordance
with Section 3.05(f) hereof. 


                    (l)
Relation to Subordination Provisions. Interest Drawings under the
Liquidity Facilities and withdrawals from the Cash Collateral Accounts, in each
case, in respect of interest on the Certificates of any Class, will be
distributed to the Trustee for such Class of Certificates, notwithstanding
Sections 2.01(b) and 3.02. 


43






                    (m)
Assignment of Liquidity Facility. The Subordination Agent agrees not to
consent to the assignment by any Liquidity Provider of any of its rights or
obligations under any Liquidity Facility or any interest therein unless (i)
Delta shall have consented to such assignment and (ii) each Rating Agency shall
have provided a Ratings Confirmation in respect of such assignment; provided,
that the Subordination Agent shall consent to such assignment if the conditions
in the foregoing clauses (i) and (ii) are satisfied, and the foregoing is not
intended to and shall not be construed to limit the rights of the initial
Liquidity Provider under Section 3.05(e)(ii). 


ARTICLE IV


EXERCISE OF REMEDIES


                    Section
4.01. Directions from the Controlling Party. (a) (i) Following the
occurrence and during the continuation of an Indenture Event of Default under
any Indenture, the Controlling Party (except as otherwise provided in Section
2.06(d)) shall direct the Subordination Agent, as the holder of the Equipment
Notes issued under such Indenture, which in turn shall direct the Loan Trustee
under such Indenture, in the exercise of remedies available to the holders of
such Equipment Notes, including, without limitation, the ability to vote all
such Equipment Notes held by the Subordination Agent in favor of Accelerating
such Equipment Notes in accordance with the provisions of such Indenture.
Subject to Section 4.01(a)(iii), if the Equipment Notes issued pursuant to any
Indenture have been Accelerated following an Indenture Event of Default with
respect thereto, the Controlling Party may direct the Subordination Agent to
sell, assign, contract to sell or otherwise dispose of and deliver all (but not
less than all) of such Equipment Notes to any Person at public or private sale,
at any location at the option of the Controlling Party, all upon such terms and
conditions as it may reasonably deem advisable and in accordance with
applicable law. 


                    (ii)
Following the occurrence and during the continuation of an Indenture Event of
Default under any Indenture, in the exercise of remedies pursuant to such
Indenture, the Loan Trustee under such Indenture may be directed to lease the
related Aircraft to any Person (including Delta) so long as the Loan Trustee in
doing so acts in a “commercially reasonable” manner within the meaning of
Article 9 of the Uniform Commercial Code as in effect in any applicable
jurisdiction (including Sections 9-610 and 9-627 thereof). 


                    (iii)
Notwithstanding the foregoing, so long as any Certificates remain Outstanding,
during the period ending on the date which is nine months after the earlier of
(x) the Acceleration of the Equipment Notes issued pursuant to any Indenture or
(y) the occurrence of a Delta Bankruptcy Event, without the consent of each
Trustee (other than the Trustee of any Trust all of the Certificates of which
are held or beneficially owned by Delta and/or its Affiliates), no Aircraft
subject to the Lien of such Indenture or such Equipment Notes may be sold if
the net proceeds from such sale would be less than the Minimum Sale Price for
such Aircraft or such Equipment Notes. 


                    (iv)
Upon the occurrence and continuation of an Indenture Event of Default under any
Indenture, the Subordination Agent will obtain three desktop appraisals from the
Appraisers selected by the Controlling Party setting forth the current market
value, current lease


44






rate and distressed
value (in each case, as defined by the International Society of Transport
Aircraft Trading or any successor organization) of the Aircraft subject to such
Indenture (each such appraisal, an “Appraisal”and the current market value appraisals being referred to herein as
the “Post-Default Appraisals”). For
so long as any Indenture Event of Default shall be continuing under any Indenture,
and without limiting the right of the Controlling Party to request more
frequent Appraisals, the Subordination Agent will obtain updated Appraisals on
the date that is 364 days from the date of the most recent Appraisal (or if a
Delta Bankruptcy Event shall have occurred and is continuing, on the date that
is 180 days from the date of the most recent Appraisal) and shall (acting on
behalf of each Trustee) post such Appraisals on DTC’s Internet board or make
such other commercially reasonable efforts as the Subordination Agent may deem
appropriate to make such Appraisals available to all Certificateholders. 


                    (b)
Following the occurrence and during the continuance of an Indenture Event of
Default under any Indenture, the Controlling Party shall take such actions as
it may reasonably deem most effectual to complete the sale or other disposition
of the relevant Aircraft or Equipment Notes. In addition, in lieu of any sale,
assignment, contract to sell or other disposition, the Controlling Party may
maintain or cause the Subordination Agent to maintain possession of such
Equipment Notes and continue to apply monies received in respect of such
Equipment Notes in accordance with Article III hereof. In addition, in lieu of
such sale, assignment, contract to sell or other disposition, or in lieu of
such maintenance of possession, the Controlling Party may direct the
Subordination Agent to, subject to the terms and conditions of the related
Indenture, instruct the Loan Trustee under such Indenture to foreclose on the
Lien on the related Aircraft or to take any other remedial action permitted
under such Indenture or under any applicable law. 


                    (c)
If following a Delta Bankruptcy Event and during the pendency thereof, the
Controlling Party receives a proposal from or on behalf of Delta to restructure
the financing of any one or more of the Aircraft, the Controlling Party shall
promptly thereafter give the Subordination Agent, each Trustee and each
Liquidity Provider that has not made a Final Advance notice of the material
economic terms and conditions of such restructuring proposal whereupon the
Subordination Agent acting on behalf of each Trustee shall post such terms and
conditions of such restructuring proposal on DTC’s Internet board or make such
other commercially reasonable efforts as the Subordination Agent may deem
appropriate to make such terms and conditions available to all
Certificateholders. Thereafter, neither the Subordination Agent nor any
Trustee, whether acting on instructions of the Controlling Party or otherwise,
may, without the consent of each Trustee, enter into any term sheet,
stipulation or other agreement (a “Restructuring Arrangement”) (whether in the
form of an adequate protection stipulation, an extension under Section 1110(b)
of the Bankruptcy Code or otherwise) to effect any such restructuring proposal
with or on behalf of Delta unless and until the material economic terms and
conditions of such restructuring shall have been made available to all Certificateholders
and each Liquidity Provider that has not made a Final Advance for a period of
not less than 15 calendar days (except that such requirement shall not apply to
any such term sheet, stipulation or other agreement that is to be effective on
or as of any date occurring during the 60-Day Period and that is initially
effective for a period not exceeding three months from the expiry of the 60-Day
Period (an “Interim Restructuring Arrangement”)). The foregoing provisions of
this Section 4.01(c) (i) shall not apply to any extension of a Restructuring
Arrangement with respect to which such provisions have been complied with in
connection with 


45






the original
entry thereof if the possibility of such extension has been disclosed in
satisfaction of the requirements of such provisions and such extension shall
not amend or modify any of the other terms and conditions of such Restructuring
Arrangement and (ii) shall apply to the initial extension of an Interim
Restructuring Arrangement beyond the three months following the expiry of the
60-Day Period but not to any subsequent extension of such Interim Restructuring
Arrangement, if the possibility of such subsequent extension has been disclosed
in satisfaction of the notification requirements of such provisions and such
subsequent extension shall not amend or modify any of the other terms and
conditions of such Interim Restructuring Arrangement. In the event that any
Certificateholder gives irrevocable notice of the exercise of (i) its right to
purchase any Equipment Notes pursuant to Section 2.07 hereof or (ii) its right
to purchase all (but not less than all) of the Class of Certificates
represented by the then Controlling Party pursuant to the applicable Trust
Agreement, in either case, prior to the expiry of the 15-day notice period
specified above, such Controlling Party may not direct the Subordination Agent
or any Trustee to enter into (i) in the case of such purchase of Equipment
Notes, any such restructuring proposal with respect to the Aircraft related to such
Equipment Notes, or (ii) in the case of such purchase of Certificates, any such
restructuring proposal with respect to any of the Aircraft, in either case,
unless and until such Certificateholder shall fail to purchase such Equipment
Notes or Class of Certificates, as applicable, on the date that it is required
to make such purchase. 


                    Section
4.02. Remedies Cumulative. Each and every right, power and remedy given
to the Trustees, the Liquidity Providers, the Controlling Party or the Subordination
Agent specifically or otherwise in this Agreement shall be cumulative and shall
be in addition to every other right, power and remedy herein specifically given
or now or hereafter existing at law, in equity or by statute, and each and
every right, power and remedy whether specifically herein given or otherwise
existing may, subject always to the terms and conditions hereof, be exercised
from time to time and as often and in such order as may be deemed expedient by
any Trustee, any Liquidity Provider, the Controlling Party or the Subordination
Agent, as appropriate, and the exercise or the beginning of the exercise of any
right, power or remedy shall not be construed to be a waiver of the right to
exercise at the same time or thereafter any other right, power or remedy. No
delay or omission by any Trustee, any Liquidity Provider, the Controlling Party
or the Subordination Agent in the exercise of any right, remedy or power or in
the pursuit of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default or to be an acquiescence therein. 


                    Section
4.03. Discontinuance of Proceedings. In case any party to this Agreement
(including the Controlling Party in such capacity) shall have instituted any
Proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, entry or otherwise, and such Proceeding shall have been
discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in every such
case each such party shall, subject to any determination in such Proceeding, be
restored to its former position and rights hereunder, and all rights, remedies
and powers of such party shall continue as if no such Proceeding had been
instituted. 


                    Section
4.04. Right of Certificateholders and the Liquidity Providers to Receive
Payments Not to Be Impaired. Anything in this Agreement to the contrary
notwithstanding but subject to each Trust Agreement, the right of any
Certificateholder or any Liquidity Provider, 


46








respectively, to receive payments hereunder
(including, without limitation, pursuant to Section 3.02) when due, or to
institute suit for the enforcement of any such payment on or after the
applicable Distribution Date, shall not be impaired or affected without the
consent of such Certificateholder or such Liquidity Provider, respectively. 


ARTICLE
V


DUTIES
OF THE SUBORDINATION AGENT;

AGREEMENTS OF TRUSTEES, ETC.


                    Section
5.01. Notice of Indenture Event of Default or Triggering Event. (a) If
the Subordination Agent shall have knowledge of an Indenture Event of Default
or a Triggering Event, the Subordination Agent shall promptly give notice
thereof to the Rating Agencies, Delta, the Liquidity Providers and the Trustees
by telegram, cable, facsimile or telephone (to be promptly confirmed in
writing), unless such Indenture Event of Default or Triggering Event shall have
been cured or waived. For all purposes of this Agreement, in the absence of
actual knowledge, the Subordination Agent shall not be deemed to have knowledge
of any Indenture Event of Default or Triggering Event unless notified in
writing by Delta, one or more Trustees, one or more Liquidity Providers or one
or more Certificateholders; and “actual knowledge” (as used in the foregoing
clause) of the Subordination Agent shall mean actual knowledge of an officer in
the Corporate Trust Office of the Subordination Agent. 


                    (b)
Other Notices. The Subordination Agent will furnish to each Liquidity
Provider and Trustee, promptly upon receipt thereof, duplicates or copies of
all reports, notices, requests, demands, certificates, financial statements and
other instruments furnished to the Subordination Agent as registered holder of
the Equipment Notes or otherwise in its capacity as Subordination Agent to the
extent the same shall not have been otherwise directly distributed to such
Liquidity Provider or Trustee, as applicable, pursuant to any other Operative
Agreement.


                    (c)
Securities
Position. Upon the occurrence of an Indenture Event of Default, the Subordination
Agent shall instruct the Trustees to, and the Trustees shall, request that DTC
post on its Internet bulletin board a securities position listing setting forth
the names of all the parties reflected on DTC’s books as holding interests in
the Certificates.


                    (d)
Reports. Promptly after the occurrence of a
Triggering Event or an Indenture Event of Default resulting from the failure of
Delta to make payments on any Equipment Note and on every Regular Distribution
Date while the Triggering Event or such Indenture Event of Default shall be
continuing, the Subordination Agent will provide to the Trustee, Liquidity
Providers, the Rating Agencies and Delta a statement setting forth the following
information:


                              (i)
  after a Delta Bankruptcy Event, with respect
to each Aircraft, whether such Aircraft is (A) subject to the 60-day period of
Section 1110 of the Bankruptcy Code, (B) subject to an election by Delta under
Section 1110(a) of the Bankruptcy Code, (C) covered by an agreement
contemplated by Section 1110(b) of the Bankruptcy Code or (D) not subject to
any of (A), (B) or (C);


47






                              (ii)
to the best of the Subordination Agent’s knowledge, after requesting such
information from Delta, (A) whether the Aircraft are currently in service or
parked in storage, (B) the maintenance status of the Aircraft and (C) the
location of the Engines (as defined in the Indentures);


                              (iii)
the current Pool Balance of the Certificates, the Eligible B Pool Balance, the
Eligible C Pool Balance and outstanding principal amount of all Equipment
Notes;


                              (iv)
the expected amount of interest which will have accrued on the Equipment Notes
and on the Certificates as of the next Regular Distribution Date;


                              (v)
the amounts paid to each Person on such Distribution Date pursuant to this
Agreement;


                              (vi)
details of the amounts paid on such Distribution Date identified by reference
to the relevant provision of this Agreement and the source of payment (by
Aircraft and party);


                             (vii)
if the Subordination Agent has made a Final Drawing under any Liquidity
Facility;


                              (viii)
the amounts currently owed to each Liquidity Provider; 


                              (ix)
the amounts drawn under each Liquidity Facility; and


                              (x)
after a Delta Bankruptcy Event, any operational reports filed by Delta with the
bankruptcy court which are available to the Subordination Agent on a
non-confidential basis.


                    Section
5.02. Indemnification. The Subordination Agent shall not be required to
take any action or refrain from taking any action under Article IV unless the
Subordination Agent shall have received indemnification against any risks that
may be incurred in connection therewith in form and substance reasonably
satisfactory to it, including, without limitation, adequate advances against
costs (including fees and expenses) that may be incurred by it in connection
therewith. The Subordination Agent shall not be required to take any action
under Article IV, nor shall any other provision of this Agreement or any other
Operative Agreement be deemed to impose a duty on the Subordination Agent to
take any action, if the Subordination Agent shall have been advised by outside
counsel that such action is contrary to the terms hereof or is otherwise
contrary to law. Under no circumstances shall the Subordination Agent be
required to expend or risk its own funds or otherwise incur any financial
liability in performing its duties or exercising its rights or powers hereunder
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it.


                    Section
5.03. No Duties Except as Specified in Intercreditor Agreement. The
Subordination Agent shall not have any duty or obligation to take or refrain
from taking any action under, or in connection with, this Agreement, except as
expressly provided by the terms of this Agreement; and no implied duties or
obligations shall be read into this Agreement against the Subordination Agent.
The Subordination Agent agrees that it will, in its individual capacity 


48






and at its own cost and expense (but without any right
of indemnity in respect of any such cost or expense) promptly take such action
as may be necessary duly to discharge all Liens on any of the Trust Accounts or
any monies deposited therein that are attributable to the Subordination Agent
in its individual capacity and that are unrelated to the transaction
contemplated hereby and by the other Operative Agreements. 


                    Section
5.04. Notice from the Liquidity Providers and Trustees. If any Liquidity
Provider or Trustee has notice of an Indenture Event of Default or a Triggering
Event, such Person shall promptly give notice thereof to all other Liquidity
Providers and Trustees and to the Subordination Agent; provided, however, that
no such Person shall have any liability hereunder as a result of its failure to
deliver any such notice. 


ARTICLE
VI


THE
SUBORDINATION AGENT


                    Section
6.01. Authorization; Acceptance of Trusts and Duties. Each of the Class A
Trustee and the Class B Trustee hereby designates and appoints the
Subordination Agent as the agent and trustee of such Trustee under the
applicable Liquidity Facility (if any) and authorizes the Subordination Agent
to enter into the applicable Liquidity Facility as agent and trustee for such
Trustee. Each of the Liquidity Providers and the Trustees hereby designates and
appoints the Subordination Agent as the Subordination Agent under this
Agreement. U.S. Bank accepts the trusts and duties hereby created and
applicable to it and agrees to perform such duties, but only upon the terms of
this Agreement and agrees to receive, handle and disburse all monies received
by it in accordance with the terms hereof. The Subordination Agent shall have
no liability hereunder except (a) for its own willful misconduct or negligence,
(b) as provided in Section 2.02 and the last sentence of Section 5.03, (c) for
liabilities that may result from the inaccuracy of any representation or
warranty of the Subordination Agent made in its individual capacity in any
Operative Agreement and (d) as otherwise expressly provided herein or in the
other Operative Agreements. 


                    Section
6.02. Absence of Duties. The Subordination Agent shall have no duty to
see to any recording or filing of this Agreement or any other document, or to
see to the maintenance of any such recording or filing.


                    Section
6.03. No Representations or Warranties as to Documents. The
Subordination Agent shall not be deemed to have made any representation or
warranty as to the validity, legality or enforceability of this Agreement or
any other Operative Agreement or as to the correctness of any statement
contained herein or therein (other than the representations and warranties of
the Subordination Agent made in its individual capacity under any Operative
Agreement), except that the Subordination Agent hereby represents and warrants
that each of said specified documents to which it is a party has been or will
be duly executed and delivered by one of its officers who is and will be duly
authorized to execute and deliver such document on its behalf. The
Certificateholders, the Trustees and the Liquidity Providers make no
representation or warranty hereunder whatsoever. 


49






                    Section
6.04. No Segregation of Monies; No Interest. Any monies paid to or
retained by the Subordination Agent pursuant to any provision hereof and not
then required to be distributed to any Trustee or any Liquidity Provider as
provided in Articles II and III or deposited into one or more Trust Accounts
need not be segregated in any manner except to the extent required by such
Articles II and III and by law, and the Subordination Agent shall not (except
as otherwise provided in Section 2.02) be liable for any interest thereon;
provided, however, that any payments received or applied hereunder by the
Subordination Agent shall be accounted for by the Subordination Agent so that
any portion thereof paid or applied pursuant hereto shall be identifiable as to
the source thereof. 


                    Section
6.05. Reliance; Agents; Advice of Counsel. The Subordination Agent shall
not incur any liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed by it to be genuine and believed by it to
be signed by the proper party or parties. As to the Pool Balance of any Trust
as of any date, the Subordination Agent may for all purposes hereof rely on a
certificate signed by any Responsible Officer of the applicable Trustee, and
such certificate shall constitute full protection to the Subordination Agent
for any action taken or omitted to be taken by it in good faith in reliance
thereon. As to any fact or matter relating to the Liquidity Providers or the
Trustees the manner of ascertainment of which is not specifically described
herein, the Subordination Agent may for all purposes hereof rely on a
certificate, signed by any Responsible Officer of the applicable Liquidity Provider
or Trustee, as the case may be, as to such fact or matter, and such certificate
shall constitute full protection to the Subordination Agent for any action
taken or omitted to be taken by it in good faith in reliance thereon. In the
administration of the trusts hereunder, the Subordination Agent may (a) execute
any of the trusts or powers hereof and perform its powers and duties hereunder
directly or through agents or attorneys and (b) consult with counsel,
accountants and other skilled Persons to be selected and retained by it. The
Subordination Agent shall not be liable for anything done, suffered or omitted
in good faith by it in accordance with the advice or opinion of any such
counsel, accountants or other skilled Persons acting within such counsel’s,
accountants’ or Person’s area of competence (so long as the Subordination Agent
shall have exercised reasonable care and judgment in selecting such Persons). 


                    Section
6.06. Capacity in Which Acting. The Subordination Agent acts hereunder
solely as agent or trustee herein and not in its individual capacity, except as
otherwise expressly provided herein and in the Operative Agreements. 


                    Section
6.07. Compensation. The Subordination Agent shall be entitled to such compensation,
including reasonable expenses and disbursements, for all services rendered
hereunder as Delta and the Subordination Agent may agree from time to time in
writing and shall have a priority claim to the extent set forth in Article III
on all monies collected hereunder for the payment of such compensation, to the
extent that such compensation shall not be paid by others. The Subordination
Agent agrees that it shall have no right against any Trustee or Liquidity
Provider for any fee as compensation for its services as agent under this
Agreement. The provisions of this Section 6.07 shall survive the termination of
this Agreement. 


                    Section
6.08. May Become Certificateholder. The institution acting as
Subordination Agent hereunder may become a Certificateholder and have all
rights and benefits 


50






of a Certificateholder to the same extent as if it
were not the institution acting as the Subordination Agent. 


                    Section
6.09. Subordination Agent Required; Eligibility. There shall at all
times be a Subordination Agent hereunder that is a Citizen of the United
States, a bank, trust company or other financial institution organized and
doing business under the laws of the United States or any state thereof and
eligible to act as a trustee under Section 310(a) of the Trust Indenture Act of
1939, as amended, and that has a combined capital and surplus of at least
$75,000,000 (or a combined capital and surplus in excess of $5,000,000 and the
obligations of which, whether now in existence or hereafter incurred, are fully
and unconditionally guaranteed by a corporation organized under the laws of the
United States or any State or territory thereof or the District of Columbia and
having a combined capital and surplus of at least $75,000,000). If such bank,
trust company or other financial institution or such corporation publishes
reports of conditions at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 6.09 the combined capital and
surplus of such bank, trust company or other financial institution or such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published. 


                    In
case at any time the Subordination Agent shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Subordination Agent
shall resign immediately in the manner and with the effect specified in Section
7.01. 


                    Section
6.10. Money to Be Held in Trust. All Equipment Notes, monies and other
property deposited with or held by the Subordination Agent pursuant to this
Agreement shall be held in trust for the benefit of the parties entitled to
such Equipment Notes, monies and other property and the Subordination Agent, in
its individual capacity, hereby waives all rights of set-off and counterclaim
with respect to all such property. 


ARTICLE
VII


SUCCESSOR
SUBORDINATION AGENT


                    Section
7.01. Replacement of Subordination Agent; Appointment of Successor. (a)
The Subordination Agent or any successor thereto must resign if at any time it
fails to comply with Section 6.09 and may resign at any time without cause by
giving 60 days’ prior written notice to Delta , the Trustees and the Liquidity
Providers. The Controlling Party or Delta (only so long as non Indenture Event
of Default has occurred or is continuing) may remove the Subordination Agent for
cause by so notifying the Subordination Agent and may appoint a successor
Subordination Agent. The Controlling Party (or the party that would be the
Controlling Party if an Indenture Event of Default had occurred) shall remove
the Subordination Agent if: 


	
 

	
 


	
 

	
          (1)
  the Subordination Agent fails to comply with Section 6.09;


	
 

	
 


	
 

	
          (2)
  the Subordination Agent is adjudged bankrupt or insolvent or files a
  bankruptcy petition; 





51






	
 

	
 


	
 

	
          (3)
  a receiver of the Subordination Agent shall be appointed or any public
  officer shall take charge or control of the Subordination Agent or its
  property or affairs for the purpose of rehabilitation, conservation or
  liquidation; or 


	
 

	
 


	
 

	
          (4)
  the Subordination Agent otherwise becomes incapable of acting. 





                    If
the Subordination Agent resigns or is removed or if a vacancy exists in the
office of Subordination Agent for any reason (the Subordination Agent in such
event being referred to herein as the retiring Subordination Agent), the
Controlling Party (or the party that would be the Controlling Party if an
Indenture Event of Default had occurred) shall promptly appoint a successor
Subordination Agent. If a successor Subordination Agent shall not have been
appointed within 60 days after such notice of resignation or removal, the
retiring Subordination Agent, one or more of the Trustees or one or more of the
Liquidity Providers may petition any court of competent jurisdiction for the
appointment of a successor Subordination Agent to act until such time, if any,
as a successor shall have been appointed as provided above. 


                    A
successor Subordination Agent shall deliver (x) a written acceptance of its
appointment as Subordination Agent hereunder to the retiring Subordination
Agent and (y) a written assumption of its obligations hereunder and under each
Liquidity Facility to each party hereto, upon which the resignation or removal
of the retiring Subordination Agent shall become effective, and the successor
Subordination Agent shall have all the rights, powers and duties of the
Subordination Agent under this Agreement. The successor Subordination Agent
shall mail a notice of its succession to Delta, the Liquidity Providers and the
Trustees. The retiring Subordination Agent shall promptly transfer its rights
under each of the Liquidity Facilities and all of the property and all books
and records, or true, complete and correct copies thereof, held by it as
Subordination Agent to the successor Subordination Agent. 


                    If
the Subordination Agent fails to comply with Section 6.09 (to the extent
applicable), one or more of the Trustees or one or more of the Liquidity
Providers may petition a court of competent jurisdiction for the removal of the
Subordination Agent and the appointment of a successor Subordination Agent. 


                    Notwithstanding
the foregoing, no resignation or removal of the Subordination Agent shall be
effective unless and until a successor has been appointed. No appointment of a
successor Subordination Agent shall be effective unless and until the Rating
Agencies shall have delivered a Ratings Confirmation. 


                    (b)
Any corporation, bank, trust company or other financial institution into which
the Subordination Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or other financial
institution resulting from any merger, conversion or consolidation to which the
Subordination Agent shall be a party, or any corporation, bank, trust company
or other financial institution succeeding to all or substantially all of the
corporate trust business of the Subordination Agent, shall be the successor of
the Subordination Agent hereunder, provided that such corporation, bank, trust
company or other financial institution shall be otherwise qualified and
eligible under Section 6.09, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, 


52










except that such corporation, bank, trust company or
other financial institution shall give prompt notice of such transaction to
Delta. 


ARTICLE
VIII



SUPPLEMENTS AND AMENDMENTS


                    Section
8.01. Amendments, Waivers, Etc. (a) This Agreement may not be
supplemented, amended or modified without the consent of each Trustee (acting,
except in the case of any amendment pursuant to Section 3.05(e)(v) or any
amendment contemplated by the last sentence of this Section 8.01(a), with the
consent of holders of Outstanding Certificates of the related Class evidencing
Fractional Undivided Interests in the related Trust aggregating not less than a
majority in interest in such Trust or as otherwise authorized pursuant to the
relevant Trust Agreement (including, without limitation, without the consent of
the Certificateholders to the extent permitted thereby, Section 9.01 of the
Basic Agreement)), the Subordination Agent and each Liquidity Provider;
provided, however, that this Agreement may be supplemented, amended or modified
without the consent of any Trustee in order (i) to cure any ambiguity or
omission or to correct any mistake, (ii) to correct or supplement any
provision, or (iii) to make any other provision in regard to matters or
questions arising hereunder that will not materially adversely affect the
interests of any Trustee or the holders of the related Class of Certificates,
and without the consent of any Liquidity Provider if such supplement, amendment
or modification is in accordance with Section 8.01(c) or (d); provided
further, however, that, if such supplement, amendment or modification
(x) would directly or indirectly amend, modify or supersede, or otherwise
conflict with, Section 2.02(b), 3.05(c), 3.05(e), 3.05(f) (other than the
last sentence thereof), 3.05(l), this proviso of 8.01(a), the last sentence of
8.01(a), 8.01(c), 8.01(d) or 9.06 (collectively, the “Delta Provisions”),
(y) would otherwise affect the interests of a potential Replacement
Liquidity Provider or of Delta with respect to its ability to replace any
Liquidity Facility or with respect to its payment obligations under any
Operative Agreement or (z) is made pursuant to the last sentence of this
Section 8.01(a) or pursuant to Section 8.01(c) or pursuant to Section
8.01(d), then such supplement, amendment or modification shall not be effective
without the additional written consent of Delta. Notwithstanding the foregoing,
without the consent of each Certificateholder affected thereby and each
Liquidity Provider, no supplement, amendment or modification of this Agreement
may (i) reduce the percentage of the interest in any Trust evidenced by
the Certificates issued by such Trust necessary to consent to modify or amend
any provision of this Agreement or to waive compliance therewith or (ii),
except as provided in the last sentence of this Section 8.01(a), Section
8.01(c) or Section 8.01(d), modify Section 2.04, 3.02 or 3.03 hereof relating
to the distribution of monies received by the Subordination Agent hereunder
from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing
contained in this Section 8.01(a) shall require the consent of a Trustee
at any time following the payment of Final Distributions with respect to the
related Class of Certificates. If the Replacement Liquidity Facility for any
Liquidity Facility is to be comprised of more than one instrument as
contemplated by the definition of the term “Replacement Liquidity Facility”,
then each party hereto agrees to amend this Agreement and the other Operative
Agreements to incorporate appropriate mechanics for multiple Liquidity
Facilities for a single Trust. 


                    (b)
In the event that the Subordination Agent, as the registered holder of any
Equipment Notes, receives a request for its consent to any amendment,
supplement, 


53






modification, approval, consent or waiver under such
Equipment Notes, the Indenture pursuant to which such Equipment Notes were
issued or the related Participation Agreement or other related document,
(i) if no Indenture Event of Default shall have occurred and be continuing
with respect to such Indenture, the Subordination Agent shall request
directions with respect to each series of such Equipment Notes from the Trustee
of the Trust which holds such Equipment Notes and shall vote or consent in
accordance with the directions of such Trustee and (ii) if any Indenture
Event of Default shall have occurred and be continuing with respect to such
Indenture, the Subordination Agent will exercise its voting rights as directed
by the Controlling Party, subject to Sections 4.01 and 4.04.
Notwithstanding the foregoing, without the consent of each Liquidity Provider
and each Certificateholder holding Certificates representing a Fractional
Undivided Interest in the Equipment Notes under the applicable Indenture held
by the Subordination Agent, no such amendment, supplement, modification,
approval, consent or waiver shall (i) reduce the principal amount of, Premium,
if any, or interest on, any Equipment Note under such Indenture; (ii) change the
date on which any principal amount of, Premium, if any, or interest on any
Equipment Note under such Indenture, is due or payable; (iii) create any Lien
with respect to the Collateral subject to such Indenture prior to or pari passu
with the Lien thereon under such Indenture except such as are permitted by such
Indenture; provided that, without the consent of each Certificateholder,
no such amendment, supplement, modification, approval, consent or waiver shall
modify Section 3.03 or Section 9.02(a)(3) of such Indenture or deprive any
Certificateholder of the benefit of the Lien of such Indenture on such
Collateral, except as provided in connection with the exercise of remedies
under Article IV of such Indenture; (iv) reduce the percentage of the
outstanding principal amount of the Equipment Notes under such Indenture the
consent of whose holders is required for any supplemental agreement, or the
consent of whose holders is required for any waiver of compliance with certain
provisions of such Indenture or of certain defaults thereunder or their
consequences provided for in such Indenture; or (v) make any change in Section
4.05 or Section 9.02 of such Indenture, except to provide that certain other
provisions of such Indenture cannot be modified or waived without the consent
of each holder of an Equipment Note under such Indenture affected thereby.


                    (c)
 If Series B Equipment Notes or Series
C Equipment Notes (or any series of Additional Equipment Notes) issued with
respect to all of the Aircraft are redeemed and new Equipment Notes of
corresponding series are to be issued in accordance with the terms of Section
2.11(b) of each Indenture and Section 4(a)(v) of the Note Purchase Agreement,
such series of new Equipment Notes (the “Refinancing Equipment Notes”) shall be
issued to a new pass through trust (a “Refinancing Trust”) that issues a class
of pass through certificates (the “Refinancing Certificates”) to
certificateholders (the “Refinancing Certificateholders”) pursuant to a pass
through trust agreement (a “Refinancing Trust Agreement”) with a trustee (a
“Refinancing Trustee”). A Refinancing Trust, a Refinancing Trustee and the
Refinancing Certificates shall be subject to all of the provisions of this
Agreement in the same manner as the Trust, the Trustee and the Certificates of
the Class corresponding to the series of the refinanced Equipment Notes,
including, the subordination of the Refinancing Certificates to the
Administration Expenses, the Liquidity Obligations, the Class A Certificates and,
if applicable, the Class B Certificates. Such issuance of Refinancing Equipment
Notes and Refinancing Certificates and the amendment of this Agreement as
provided below shall require Ratings Confirmation and shall not materially
adversely affect any of the Trustees or any of the Liquidity Providers. This
Agreement shall be amended by written agreement of Delta and the


54






Subordination Agent to give effect to the issuance of the Refinancing
Certificates subject to the following terms and conditions:


	
   

  	
   

  
	
   

  	
            (i)
  the Refinancing Trustee shall be added as a party to this Agreement;

  
	
   

  	
   

  
	
   

  	
            (ii)
  the definitions of “Certificate”, “Class”, “Class B Certificates” (if
  applicable), “Class C Certificates” (if applicable), “Final Legal
  Distribution Date”, “Trust”, “Trust Agreement” and “Controlling Party” (and
  such other applicable definitions) shall be revised, as appropriate, to
  reflect such issuance (and the subordination of the Refinancing Certificates
  and the Refinancing Equipment Notes);

  
	
   

  	
   

  
	
   

  	
            (iii)
  the Refinancing Certificates may have the benefit of credit support similar
  to the Liquidity Facilities and claims for fees, interest, expenses,
  reimbursement of advances and other obligations arising from such credit
  support may rank pari passu with similar claims in respect of the Liquidity
  Facilities so long as Ratings Confirmation and the prior written consent of
  the Liquidity Providers shall have been obtained;

  
	
   

  	
   

  
	
   

  	
            (iv)
  the Refinancing Certificates cannot be issued to Delta but may be issued to
  any of Delta’s Affiliates so long as such Affiliate shall have bankruptcy
  remote and special purpose provisions in its certificate of incorporation or
  other organizational documents and any subsequent transfer of the Refinancing
  Certificates to any Affiliate of Delta shall be similarly restricted; and

  
	
   

  	
   

  
	
   

  	
            (v)
  the scheduled payment dates on the Refinancing Equipment Notes shall be the
  Regular Distribution Dates.

  



                    The
issuance of the Refinancing Certificates in compliance with all of the
foregoing terms of this Section 9.1(c) shall not require the consent of any of
the Trustees or the holders of any Class of Certificates. Each of the Liquidity
Providers hereby agrees and confirms that it shall be deemed to consent to any
issuance and amendment in accordance with this Section 9.01(c) (subject to the
Liquidity Providers’ consent right in Section 9.01(c)(iii)) and any such
issuance and amendment shall not affect any of its respective obligations under
the Liquidity Facilities, provided that a condition to the issuance of any
Refinancing Certificates issued in respect of a Class of Certificate with a
Liquidity Facility shall be the payment in full of all amounts owed to the
Liquidity Provider under such Liquidity Facility and the termination of such
Liquidity Facility upon the issuance of the Refinancing Certificates. The
Subordination Agent shall deliver to each Trustee and each Liquidity Provider
(other than the Liquidity Provider of such terminated Liquidity Facility) a
copy of the amendments made to this Agreement and all opinions, certificates
and other documents delivered in connection with the issuance of any
Refinancing Certificates.


                    (d)
Pursuant to the terms of Section 2.02
of each Indenture and Section 4(a)(v) of the Note Purchase Agreement, one or
more additional series of Equipment Notes (the “Additional Equipment Notes”),
which shall be subordinated in right of payment to the Series A Equipment
Notes, the Series B Equipment Notes and the Series C Equipment Notes under such
Indenture, may be issued at any time and from time to time. If any series of
Additional Equipment Notes is issued under any Indenture, such series of
Additional Equipment Notes shall 


55






be issued to a new pass through trust (an “Additional Trust”) that issues
a class of pass through certificates (the “Additional Certificates”) to
certificateholders (the “Additional Certificateholders”) pursuant to a pass
through trust agreement (an “Additional Trust Agreement”) with a trustee (an
“Additional Trustee”). In such case, this Agreement shall be amended by written
agreement of Delta and the Subordination Agent to provide for the subordination
of the Additional Certificates to the Administration Expenses, the Liquidity
Obligations, the Class A Certificates, the Class B Certificates and the Class C
Certificates and, if applicable, any previously issued class (or classes) of
Additional Certificates (in order of their issuance) (subject to clause (iii)
below). Such issuance and the amendment of this Agreement as provided below
shall require Ratings Confirmation and shall not materially adversely affect
any of the Trustees or any of the Liquidity Providers. This Agreement shall be
amended by written agreement of Delta and the Subordination Agent to give
effect to the issuance of any Additional Certificates subject to the following
terms and conditions:


                    (i)
the Additional Trustee shall be added as a party to this Agreement;


                    (ii)
the definitions of “Certificate”, “Class”, “Equipment Notes”, “Final Legal
Distribution Date”, “Trust”, “Trust Agreement” and “Controlling Party” (and
such other applicable definitions) shall be revised, as appropriate, to reflect
the issuance of the Additional Certificates (and the subordination thereof);


                    (iii)
Section 3.02 may be revised, with respect to each Class of Additional
Certificates, to provide for the distribution of “Adjusted Interest” for such
Class of Additional Certificates (calculated in a manner substantially similar
to the calculation of Class C Adjusted Interest) after the Class C Adjusted
Interest but before Expected Distributions on the Class A Certificates (it
being understood that the Rating Agencies, in connection with providing a
Ratings Confirmation, may require that such class of Additional Certificates be
rated);


                    (iv)
the Additional Certificates may have the benefit of credit support similar to
the Liquidity Facilities and claims for fees, interest, expenses, reimbursement
of advances and other obligations arising from such credit support may rank
pari passu with similar claims in respect of the Liquidity Facilities so long
as Ratings Confirmation and the prior written consent of the Liquidity
Providers shall have been obtained;


                    (v)
the Additional Certificates cannot be issued to Delta but may be issued to any
of Delta’s Affiliates so long as such Affiliate shall have bankruptcy remote
and special purpose provisions in its certificate of incorporation or other
organizational documents and any subsequent transfer of the Additional
Certificates to any Affiliate of Delta shall be similarly restricted; 


                    (vi)
the provisions of this Agreement governing payments with respect to Certificates
and related notices, including Sections 2.04, 3.01 and 3.02, shall be revised
to provide for distributions on such class of the Additional Certificates after
payment of Administration Expenses, the Liquidity Obligations, the Class A
Certificates, the Class B Certificates and the Class C Certificates (and, if
applicable, any previously issued class (or classes) of Additional Certificates
(in order of their issuance)), subject to clause (iii) above; and 


56






                    (vii)
the scheduled payment dates on such series of Additional Equipment Notes shall
be the Regular Distribution Dates.


                    The
issuance of the Additional Certificates in compliance with all of the foregoing
terms of this Section 8.01(d) shall not require the consent of any of the
Trustees or the holders of any Class of Certificates. Each of the Liquidity
Providers hereby agrees and confirms that it shall be deemed to consent to any
issuance and amendment in accordance with this Section 8.01(d) (subject to the
Liquidity Providers’ consent right in Section 8.01(d)(iv)) and any such
issuance and amendment shall not affect any of its respective obligations under
the Liquidity Facilities. The Subordination Agent shall deliver to each Trustee
and each Liquidity Provider a copy of the amendments made to this Agreement and
all opinions, certificates and other documents delivered in connection with the
issuance of any Additional Certificates.


                    Section
8.02. Subordination Agent Protected. If, in the reasonable opinion of
the institution acting as the Subordination Agent hereunder, any document
required to be executed by it pursuant to the terms of Section 8.01 adversely
affects any right, duty, immunity or indemnity with respect to such institution
under this Agreement or any Liquidity Facility, the Subordination Agent may in
its discretion decline to execute such document. 


                    Section
8.03. Effect of Supplemental Agreements. Upon the execution of any
amendment, consent or supplement hereto pursuant to the provisions hereof, this
Agreement shall be and shall be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Agreement of the parties hereto and beneficiaries
hereof shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental agreement shall be and be deemed to be part
of the terms and conditions of this Agreement for any and all purposes. In
executing or accepting any supplemental agreement permitted by this Article
VIII, the Subordination Agent shall be entitled to receive, and shall be fully
protected in relying upon, an opinion of counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement. 


                    Section
8.04. Notice to Rating Agencies. Promptly following its receipt of each
amendment, consent, modification, supplement or waiver contemplated by this
Article VIII, the Subordination Agent shall send a copy thereof to each Rating
Agency.


ARTICLE
IX


MISCELLANEOUS


                    Section
9.01. Termination of Intercreditor Agreement. Following payment of Final
Distributions with respect to each Class of Certificates and the payment in
full of all Liquidity Obligations to the Liquidity Providers and provided that
there shall then be no other amounts due to the Certificateholders, the
Trustees, the Liquidity Providers and the Subordination Agent hereunder or
under the Trust Agreements, and that the commitment of the Liquidity Providers
under the Liquidity Facilities shall have expired or been terminated, this
Agreement shall terminate and shall be of no further force or effect. Except as
aforesaid or 


57







otherwise provided, this Agreement and the trusts created hereby
shall continue in full force and effect in accordance with the terms hereof. 


                    Section
9.02. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers
and Subordination Agent. Subject to the second sentence of Section 9.06 and
the provisions of Section 4.04 and 8.01, nothing in this Agreement, whether
express or implied, shall be construed to give to any Person other than the
Trustees, the Liquidity Providers and the Subordination Agent any legal or
equitable right, remedy or claim under or in respect of this Agreement.


                    Section
9.03. Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices required or permitted under the terms and provisions
of this Agreement shall be in English and in writing, and any such notice may
be given by United States mail, courier service or facsimile or any other
customary means of communication, and any such notice shall be effective when
delivered (or, if mailed, three Business Days after deposit, postage prepaid,
in the first class United States mail and, 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), 


	
   

  	
   

  	
   

  
	
   

  	
  if to the Subordination Agent, to: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. Bank Trust National Association

  
	
   

  	
   

  	
  One Federal Street, 3rd Floor

  
	
   

  	
   

  	
  Boston, Massachusetts 02110

  
	
   

  	
   

  	
  Attention: Corporate Trust Administration

  
	
   

  	
   

  	
  Ref.: Delta 2007-1 EETC

  
	
   

  	
   

  	
  Telephone: (617) 603-6553

  
	
   

  	
   

  	
  Telecopy: (617) 603-6683

  
	
   

  	
   

  	
   

  
	
   

  	
  if to any Trustee, to: 

  
	
   

  	
   

  
	
   

  	
   

  	
  U.S. Bank Trust National Association

  
	
   

  	
   

  	
  300 Delaware Avenue, 9th Floor

  
	
   

  	
   

  	
  Mail Code EX-DE-WDAW

  
	
   

  	
   

  	
  Wilmington, Delaware 19801

  
	
   

  	
   

  	
  Attention: Corporate Trust Services

  
	
   

  	
   

  	
  Ref.: Delta 2007-1 EETC

  
	
   

  	
   

  	
  Telephone: (302) 576-3703

  
	
   

  	
   

  	
  Telecopy: (302) 576-3717

  
	
   

  	
   

  	
   

  
	
   

  	
  if to the Liquidity Provider, to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Landesbank Hessen Thüringen Girozentrale

  
	
   

  	
   

  	
  Main Tower

  
	
   

  	
   

  	
  Neue Mainzer Str. 52-58

  
	
   

  	
   

  	
  60311 Frankfurt am Main

  
	
   

  	
   

  	
  Germany

  



58






	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Asset Finance

  
	
   

  	
   

  	
  Telephone: 49-69-9132-4882

  
	
   

  	
   

  	
  Telecopy: 49-69-9132-4392

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
   

  	
  Landesbank Hessen-Thüringen 

  
	
   

  	
   

  	
  420 Fifth Avenue, 24th Floor

  
	
   

  	
   

  	
  New York, NY 10013

  
	
   

  	
   

  	
  Attention: Asset Finance, Gerhard Winklmeier

  
	
   

  	
   

  	
  Telephone: 212-703-5250

  
	
   

  	
   

  	
  Telecopy: 212-703-5256

  



                    Any
party, by notice to the other parties hereto, may designate additional or
different addresses for subsequent notices or communications. Whenever the
words “notice” or “notify” or similar words are used herein, they mean the
provision of formal notice as set forth in this Section 9.03.


                    Section
9.04. Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 


                    Section
9.05. No Oral Modifications or Continuing Waivers. No terms or
provisions of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party or other
Person against whom enforcement of the change, waiver, discharge or termination
is sought and any other party or other Person whose consent is required
pursuant to this Agreement and any waiver of the terms hereof shall be
effective only in the specific instance and for the specific purpose given. 


                    Section
9.06. Successors and Assigns. All covenants and agreements contained
herein shall bind and inure to the benefit of, and be enforceable by, each of
the parties hereto and the successors and permitted assigns of each, all as
herein provided. In addition, the Delta Provisions shall inure to the benefit
of Delta and its successors and permitted assigns, and (without limitation of
the foregoing) Delta is hereby constituted, and agreed to be, an express third
party beneficiary of the Delta Provisions. 


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


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


59







                    Section
9.09. Subordination. (a) As between the Liquidity Providers (and any
additional liquidity providers in respect of any class of Refinancing
Certificates or Additional Certificates), on the one hand, and the Trustees
(and any refinancing Trustees or Additional Trustees) and the
Certificateholders (and any Refinancing Certificateholders or Additional
Certificateholders), on the other hand, and as among the Trustees (and any
Refinancing Trustees or Additional Trustees) and the related Certificateholders
(and any Refinancing Certificateholders or Additional Certificateholders) this
Agreement shall be a subordination agreement for purposes of Section 510 of the
United States Bankruptcy Code, as amended from time to time. 


                    (b)
Notwithstanding the provisions of this Agreement, if prior to the payment in
full to the Liquidity Providers of all Liquidity Obligations then due and
payable any party hereto shall have received any payment or distribution in
respect of Equipment Notes or any other amount under the Indentures or other
Operative Agreements which, had the subordination provisions of this Agreement
been properly applied to such payment, distribution or other amount, would not
have been distributed to such Person, then such payment, distribution or other
amount shall be received and held in trust by such Person and paid over or
delivered to the Subordination Agent for application as provided herein. 


                    (c)
If any Trustee, any Liquidity Provider or the Subordination Agent receives any
payment in respect of any obligations owing or amounts distributable hereunder
(or, in the case of the Liquidity Providers, in respect of the Liquidity Obligations),
which is subsequently invalidated, declared preferential, set aside and/or
required to be repaid to a trustee, receiver or other party, then, to the
extent of such payment, such obligations or amounts (or, in the case of the
Liquidity Providers, such Liquidity Obligations) intended to be satisfied shall
be revived and continue in full force and effect as if such payment had not
been received. 


                    (d)
The Trustees (on behalf of themselves and the holders of Certificates), the
Liquidity Providers and the Subordination Agent expressly confirm and agree
that the payment priorities and subordination specified in Articles II and III
shall apply in all circumstances, notwithstanding (x) the fact that the
obligations owed to the Trustees are secured by certain assets and the
Liquidity Obligations may not be so secured (y) the occurrence of a Delta
Bankruptcy Event or any similar event or occurrence relating to any other
Person (it being expressly agreed that the payment priorities and subordination
specified in Articles II and III shall apply whether or not a claim for
post-petition or post-filing interest is allowed in the proceedings resulting
from such Delta Bankruptcy Event or other event or occurrence). The Trustees
expressly agree (on behalf of themselves and the holders of Certificates) not
to assert priority over the holders of Liquidity Obligations (except as
specifically set forth in Section 3.02) due to their status as secured
creditors in any bankruptcy, insolvency or other legal proceeding. 


                    (e)
Each of the Trustees (on behalf of themselves and the holders of Certificates),
the Liquidity Providers and the Subordination Agent may take any of the
following actions without impairing its rights under this Agreement: 


	
   

  	
   

  
	
   

  	
            (i)
  obtain a Lien on any property to secure any amounts owing to it hereunder,
  including, in the case of the Liquidity Providers, the Liquidity Obligations;
  

  




60






	
   

  	
   

  
	
   

  	
   

  
	
   

  	
            
  (ii) obtain the primary or secondary obligation of any other obligor with
  respect to any amounts owing to it hereunder, including, in the case of the
  Liquidity Providers, any of the Liquidity Obligations; 

  
	
   

  	
   

  
	
   

  	
            
  (iii) renew, extend, increase, alter or exchange any amounts owing to it
  hereunder, including, in the case of the Liquidity Providers, any of the
  Liquidity Obligations, or release or compromise any obligation of any obligor
  with respect thereto; 

  
	
   

  	
   

  
	
   

  	
            
  (iv) refrain from exercising any right or remedy, or delay in exercising any
  right or remedy, which it may have; or 

  
	
   

  	
   

  
	
   

  	
            
  (v) take any other action which might discharge a subordinated party or a
  surety under applicable law; 

  



provided, however, that the taking of any such actions
by any of the Trustees, the Liquidity Providers or the Subordination Agent
shall not prejudice the rights or adversely affect the obligations of any other
party under this Agreement. 


                    Section
9.10. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. 


                    Section
9.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.
(a) Each of the parties hereto, to the extent it may do so under applicable
law, for purposes hereof and of all other Operative Agreements hereby (i) 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 thereto, or their successors
or permitted assigns and (ii) 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. 


                    (b)
EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including,
without limitation, contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. Each of the parties warrants and
represents that it has reviewed this waiver with its legal counsel, and that it
knowingly and voluntarily waives its jury trial rights following consultation 


61






with such legal counsel. THIS WAIVER IS IRREVOCABLE AND CANNOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT. 


                    (c)
Each Liquidity Provider hereby waives any immunity it may have from the
jurisdiction of the courts of the United States or of any state thereof and
waives any immunity any of its properties located in the United States may have
from attachment or execution upon a judgment entered by any such court under
the United States Foreign Sovereign Immunities Act of 1976 or any similar
successor legislation. 


                    Section
9.12. Non-Petition. Each Liquidity Provider covenants that until one
year and one day after the Equipment Notes have been paid in full, it shall not
acquiesce, petition or otherwise invoke or cause or join in invoking or causing
any Trust or any other Person to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case (whether voluntary
or not) against such Trust under any bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of such Trust or any substantial part of its property
or ordering the winding up or liquidation of the affairs of such Trust.


62






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


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee for
  each of the Trusts 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Alison D.B. Nadeau

  	
   

  	
   

  
	
   

  	
   

  	 


  	
   

  	
   

  
	
   

  	
   

  	
  Name: Alison D.B. Nadeau

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Class A
  Liquidity Provider and Class B Liquidity Provider

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Kohrsmeier-Hartmann

  	
   

  	
   

  
	
   

  	
   

  	 


  	
   

  	
   

  
	
   

  	
   

  	
  Name: Kohrsmeier-Hartmann

  	
   

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Dr. Christian Remaklus

  	
   

  	
   

  
	
   

  	
   

  	 


  	
   

  	
   

  
	
   

  	
   

  	
  Name: Dr. Christian Remaklus

  	
   

  	
   

  
	
   

  	
   

  	
  Title: VP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,
as
  Subordination Agent 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Alison D.B. Nadeau

  	
   

  	
   

  
	
   

  	
   

  	 


  	
   

  	
   

  
	
   

  	
   

  	
  Name: Alison D.B. Nadeau

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President 

  	
   

  	
   

  


63