EXHIBIT 4.13


EXECUTION COPY


	
 


	 





NOTE PURCHASE AGREEMENT


Dated as of October 11, 2007


among


DELTA AIR LINES, INC.,


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the

Pass Through Trust Agreements


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent


U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent


and


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Paying Agent


	
 


	 












TABLE OF CONTENTS


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  Financing of
  Aircraft

  	
  2

  
	
  Section 2.

  	
  Conditions
  Precedent

  	
  5

  
	
  Section 3.

  	
  Representations
  and Warranties

  	
  5

  
	
  Section 4.

  	
  Covenants

  	
  9

  
	
  Section 5.

  	
  Notices

  	
  12

  
	
  Section 6.

  	
  Expenses

  	
  13

  
	
  Section 7.

  	
  Further
  Assurances

  	
  14

  
	
  Section 8.

  	
  Miscellaneous

  	
  14

  
	
  Section 9.

  	
  Governing
  Law

  	
  15

  
	
   

  	
   

  	
   

  






	
   

  	
   

  
	
  Schedules

  
	
   

  	
   

  
	
  Schedule I

  	
  Aircraft

  
	
  Schedule II

  	
  Trust
  Supplements

  
	
  Schedule III

  	
  Principal
  Amounts of Equipment Notes and Amortization Schedules

  
	
   

  	
   

  
	
  Annex

  
	
   

  	
   

  
	
  Annex A

  	
  Definitions

  
	
   

  	
   

  
	
  Exhibits

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of
  Delivery Notice

  
	
  Exhibit B

  	
  Form of
  Participation Agreement

  
	
  Exhibit C

  	
  Form of Indenture
  and Security Agreement

  













NOTE PURCHASE AGREEMENT


                              This
NOTE PURCHASE AGREEMENT, dated as of October 11, 2007, among (i) DELTA
AIR LINES, INC., a Delaware corporation (the “Company”), (ii)
U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking
association, not in its individual capacity except as otherwise expressly
provided herein, but solely as trustee (in such capacity together with its
successors in such capacity, the “Pass Through Trustee”) under each of
the three separate Pass Through Trust Agreements (as defined below), (iii)
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
subordination agent and trustee (in such capacity together with its successors
in such capacity, the “Subordination Agent”) under the Intercreditor
Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as Escrow Agent (in such capacity together with
its successors in such capacity, the “Escrow Agent”), under each of the
Escrow and Paying Agent Agreements (as defined below), and (v) U.S. BANK
TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking
association, as Paying Agent (in such capacity together with its successors in
such capacity, the “Paying Agent”) under each of the Escrow and Paying
Agent Agreements.


W I T N E S S E T H:


                    WHEREAS,
capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in Annex A hereto;


                    WHEREAS,
the Company owns the 36 aircraft described in Schedule
I hereto (each, an “Aircraft”, and collectively, the “Aircraft”),
which Aircraft are subject to certain financings described in Schedule I hereto
(such financings, the “Existing Financings”); 


                    WHEREAS,
pursuant to the Basic Pass Through Trust Agreement and each of the Trust
Supplements set forth in Schedule II
hereto, and concurrently with the execution and delivery of this Note Purchase
Agreement, separate grantor trusts (collectively, the “Pass Through Trusts”
and, individually, each a “Pass Through Trust”) have been created to
facilitate certain of the transactions contemplated hereby, including, without
limitation, the issuance and sale of pass through certificates pursuant thereto
(collectively, the “Certificates”) to provide financing for the purchase
by such Pass Through Trusts of Equipment Notes to be issued in respect of, and
secured by a security interest in, the Aircraft;


                    WHEREAS,
the Company has entered into the Purchase Agreement, dated as of October 4,
2007 (the “Purchase Agreement”) with the Initial Purchasers named
therein (the “Initial Purchasers”) which provides that the Company will
cause the Pass Through Trustee under the Class A Pass Through Trust (the “Class
A Pass Through Trustee”), the Pass Through Trustee under the Class B Pass
Through Trust (the “Class B Pass Through Trustee”) and the Pass Through
Trustee under the Class C Pass Through Trust (the “Class C Pass Through
Trustee”, and together with the Class A Pass Through Trustee and the Class
B Pass Through Trustee, the “Pass Through Trustees”) to issue and sell
the Class A Certificates, the Class B Certificates and the Class C
Certificates, respectively, to the Initial Purchasers on the Issuance Date;







                    WHEREAS,
concurrently with the execution and delivery of this Note Purchase Agreement, (i)
the Escrow Agent and the Depositary have entered into three Deposit Agreements,
dated as of the Issuance Date, one each relating to the Class A, Class B and
Class C Pass Through Trust (together, the “Deposit Agreements”) whereby
the Escrow Agent agreed to direct the Initial Purchasers to make certain
deposits referred to therein on the Issuance Date (the “Initial Deposits”)
and to permit the applicable Pass Through Trustees to make additional deposits
from time to time thereafter (the Initial Deposits together with such
additional deposits are collectively referred to as the “Deposits”), and
(ii) the Initial Purchasers and the applicable Pass Through Trustees,
Paying Agent and Escrow Agent have entered into three Escrow and Paying Agent
Agreements, dated as of the Issuance Date, one each relating to the Class A,
Class B and Class C Pass Through Trust (together, the “Escrow and Paying
Agent Agreements”), whereby, among other things, (a) the
Initial Purchasers agreed to deliver an amount equal to the amount of the
Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and
(b) the applicable Escrow Agent, upon the Depositary receiving such
amount, agreed to deliver escrow receipts to be affixed to each Certificate;


                    WHEREAS,
subject to the terms and conditions of this Note Purchase Agreement, each Pass
Through Trustee will enter into the applicable Financing Agreements relating to
each Aircraft;


                    WHEREAS,
upon the financing of each Aircraft, each Pass Through Trustee will fund its
purchase of Equipment Notes in respect of such Aircraft with the proceeds of
one or more Deposits withdrawn by the applicable Escrow Agent under the related
Deposit Agreement bearing the same interest rate as the Certificates issued by
the applicable Pass Through Trust; and


                    WHEREAS,
concurrently with the execution and delivery of this Note Purchase Agreement, (i)
Landesbank Hessen-Thüringen Girozentrale, a public law banking institution
organized under the laws of Germany (the “Liquidity Provider”), has
entered into two revolving credit agreements, one each for the benefit of the
Certificateholders of the Class A and Class B Pass Through Trusts, in each case
with the Subordination Agent, as agent for the Pass Through Trustee on behalf
of each such Pass Through Trust (each such revolving credit agreement with the
Liquidity Provider, a “Liquidity Facility”) and (ii) the Pass
Through Trustees, the Liquidity Provider and the Subordination Agent have
entered into the Intercreditor Agreement, dated as of the date hereof (the “Intercreditor
Agreement”).


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


                    SECTION
1. Financing of Aircraft. (a) Agreement to
Finance. On and subject to the terms and conditions hereof and of the
relevant Financing Agreements, the Company agrees to subject the Aircraft to
the financing as provided herein by the date referred to in clause (a) of the
definition of Delivery Period Termination Date.


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          (b)
Notice of Delivery. In furtherance of the foregoing, and in respect of
each Aircraft, the Company agrees to give the parties hereto, the Depositary
and each of the Rating Agencies not less than two Business Days’ prior notice
(or, in the case of a substitute Delivery Notice under Section 1(e) hereof,
one Business Day’s prior notice), substantially in the form of Exhibit A
hereto (each, a “Delivery Notice”), of the date (which date shall not
be earlier than the eighth day after the date of establishment of the
relevant Deposit unless the seven day requirement set forth in the first
sentence of Section 1.5(a) of the relevant Deposit Agreement has been waived
by the Depositary pursuant to the last sentence of Section 1.5(a) of such
Deposit Agreement and not reinstated pursuant to the last sentence of Section
1.5(a)) scheduled for the financing as contemplated hereby in respect of such
Aircraft (the “Scheduled Delivery Date”), which notice shall: 








	
 

	
 


	
 

	
          (i)
 specify the Scheduled Delivery Date of such Aircraft (which shall be a
 Business Day on or prior to the Cut-Off Date);


	
 

	
 


	
 

	
          (ii)
 instruct each Pass Through Trustee to enter into the Participation Agreement
 included in the Financing Agreements with respect to such Aircraft in such
 form and at such a time on or before the Scheduled Delivery Date specified in
 such Delivery Notice and to perform its obligations thereunder;


	
 

	
 


	
 

	
          (iii)
 instruct each Pass Through Trustee to deliver to the relevant Escrow Agent
 the Withdrawal Certificate and related Applicable Notice of Delivery
 Withdrawal contemplated by Section 1.02(c) of the relevant Escrow Agreement
 with respect to the Equipment Notes to be issued to such Pass Through Trustee
 in connection with the financing of such Aircraft (except in the case of any
 such financing on the Issuance Date); and


	
 

	
 


	
 

	
          (iv)
 specify the aggregate principal amount of each series of Equipment Notes, if
 any, to be issued, and purchased by the applicable Pass Through Trustees, in
 connection with the financing of such Aircraft scheduled to be consummated on
 such Scheduled Delivery Date (which aggregate principal amount shall match that
 specified for such series with respect to such Aircraft in Schedule III hereto).








	
 

	
 


	
 

	
          (c)
 Entering into Financing Agreements. Upon receipt of a Delivery Notice,
 the Pass Through Trustees shall, and shall cause the Subordination Agent to,
 enter into and perform their obligations under the Participation Agreement
 and other instructions specified in such Delivery Notice, provided
 that with respect to each Aircraft to be financed: (i) the
 Participation Agreement and related Indenture, as executed and delivered,
 shall be substantially in the respective forms thereof annexed hereto, and
 the amortization schedule for each Equipment Note shall be as set forth in
 the relevant table attached as part of Schedule III hereto, and (ii)
 the relevant Financing Agreements shall provide for the purchase by the
 applicable Pass Through Trustee of Equipment Notes of the related series in
 the principal amounts specified in Schedule III hereto. Notwithstanding the
 foregoing, an Indenture and the form of Indenture annexed hereto





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may be
 modified to the extent required for the issuance of Equipment Notes pursuant
 to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of
 such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor
 Agreement, whichever may be applicable, and the Company shall pay the
 reasonable costs and expenses of the Applicable Rating Agencies in connection
 with obtaining any Rating Agency Confirmation in connection therewith. With
 respect to each Aircraft, the Company shall cause U.S. Bank (or such other
 Person that meets the eligibility requirements to act as loan trustee under
 the Indenture) to execute as Loan Trustee the Financing Agreements relating
 to such Aircraft to which such Loan Trustee is intended to be a party, and
 shall concurrently therewith execute such Financing Agreements to which the
 Company is intended to be a party and perform its respective obligations
 thereunder. Upon the request of one or more Rating Agencies, the Company shall
 deliver or cause to be delivered to such Rating Agency or Rating Agencies a
 true and complete copy of each Financing Agreement relating to the financing
 of each Aircraft together with a true and complete set of the closing
 documentation (including legal opinions) delivered to the related Loan
 Trustee, Subordination Agent and Pass Through Trustee under the related
 Participation Agreement.


	
 

	
 


	
 

	
          (d)
 Registration of Equipment Notes. The Company agrees that all Equipment
 Notes issued pursuant to any Indenture shall initially be registered in the
 name of the Subordination Agent on behalf of the applicable Pass Through
 Trustee (or, in the case of any Additional Series Equipment Notes, on behalf
 of the Additional Series Pass Through Trustee with respect to the
 corresponding Additional Series Pass Through Certificates).


	
 

	
 


	
 

	
          (e)
 Postponement of Delivery and Funding. If, on the Scheduled Delivery
 Date for any Aircraft, the financing of such Aircraft as contemplated
 hereunder shall not be consummated for whatever reason, the Company shall
 give the parties hereto and the Depositary prompt notice thereof. Promptly
 after the Company has identified a new Scheduled Delivery Date on which such
 Aircraft may be subjected to the financing as provided herein (all on and
 subject to the terms and conditions hereof and of the relevant Financing
 Agreements), the Company shall give the parties hereto and the Depositary a
 substitute Delivery Notice specifying such new Scheduled Delivery Date. Upon
 receipt of any such substitute Delivery Notice, each Pass Through Trustee
 shall comply with its obligations under Section 7.01 of each of the Trust
 Supplements and thereafter the financing of such Aircraft, as specified in
 such substitute Delivery Notice, shall take place on the re-scheduled
 Scheduled Delivery Date therefor (all on and subject to the terms and
 conditions hereof and of the relevant Financing Agreements) unless further
 postponed as provided herein.


	
 

	
 


	
 

	
          (f)
 No Liability for Failure to Purchase Equipment Notes. The Company
 shall have no liability for the failure of the Pass Through Trustees to
 purchase Equipment Notes with respect to any Aircraft.


	
 

	
 


	
 

	
          (g)
 Withdrawals Limited to Available Deposits. Anything herein to the
 contrary notwithstanding, the Company shall not have the right, and shall not
 be entitled, 





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at any time
 to request the issuance of Equipment Notes of any series to the Class A,
 Class B or Class C Pass Through Trustee in an aggregate principal amount in
 excess of the amount of the Deposits then available for withdrawal by the
 Escrow Agent under and in accordance with the provisions of the related
 Deposit Agreement.





                    SECTION
2. Conditions Precedent. The obligation of each of the Pass Through
Trustees to enter into, and to cause the Subordination Agent to enter into, any
Participation Agreement as directed pursuant to a Delivery Notice relating to
any Aircraft and to perform its obligations thereunder is subject to
satisfaction of the following conditions:


	
 

	
 


	
 

	
          (a)
 no Triggering Event shall have occurred;


	
 

	
 


	
 

	
          (b)
 such Pass Through Trustee shall have received evidence that the lien of the
 applicable Existing Financing has been terminated with respect to such
 Aircraft and of the filing of a release with the FAA and Uniform Commercial
 Code termination statements in each case with respect to such lien; and


	
 

	
 


	
 

	
          (c)
 in the case of a Delivery Notice relating to an EETC Aircraft, such Pass
 Through Trustee shall have received evidence of (i) the filing with
 the FAA of a release indicating that the Subordination Termination Date (as
 defined in the Subordinated Lien Indenture and Security Agreement, dated as
 of September 27, 2007, between the Company and U.S. Bank Trust National
 Association, as EETC Collateral Security Trustee, with respect to such EETC
 Aircraft (each, a “Subordinated Lien Indenture”)) has occurred and
 that the lien of the applicable Subordinated Lien Indenture has been released
 and (ii) the filing of a Uniform Commercial Code termination statement
 with respect to such lien.





Anything
herein to the contrary notwithstanding, the obligation of each Pass Through
Trustee to purchase Equipment Notes shall terminate on the Cut-Off Date.


                    SECTION
3. Representations and Warranties. (a) Representations and
Warranties of the Company. The Company represents and warrants that:


	
 

	
 


	
 

	
          (i)
 Due Incorporation; Good Standing; Corporate Power; Etc. The Company is
 duly incorporated, validly existing and in good standing under the laws of
 the State of Delaware and is a Citizen of the United States and has the full
 corporate power, authority and legal right under the laws of the State of
 Delaware to execute and deliver this Note Purchase Agreement and each
 Financing Agreement to which it will be a party and to carry out the
 obligations of the Company under this Note Purchase Agreement and each
 Financing Agreement to which it will be a party;


	
 

	
 


	
 

	
          (ii)
 Authorization; No Conflicts. The execution and delivery by the Company
 of this Note Purchase Agreement and the performance by the Company of its
 obligations under this Note Purchase Agreement have been duly authorized by
 the Company and will not violate its Certificate of Incorporation or by-laws
 or 





5







	
 

	
 


	
 

	
the
 provisions of any indenture, mortgage, contract or other agreement to which
 it is a party or by which it is bound; and


	
 

	
 


	
 

	
          (iii)
 Enforceability. This Note Purchase Agreement constitutes the legal,
 valid and binding obligation of the Company, enforceable against it in
 accordance with its terms, except as the same may be limited by applicable
 bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
 the rights of creditors generally and by general principles of equity,
 whether considered in a proceeding at law or in equity. 








	
 

	
 


	
 

	
          (b)
 Representations and Warranties of U.S. Bank. U.S. Bank represents and
 warrants that:








	
 

	
 


	
 

	
          (i)
 Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank is a
 national banking association duly organized and validly existing in good
 standing under the laws of the United States, and is a Citizen of the United
 States and has the full corporate power, authority and legal right under the
 laws of the United States and of the state of the United States in which it
 is located and pertaining to its banking, trust and fiduciary powers to
 execute and deliver this Note Purchase Agreement and each Financing Agreement
 to which it will be a party and to carry out the obligations of U.S. Bank, in
 its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as
 the case may be, under this Note Purchase Agreement and each Financing
 Agreement to which it will be a party;


	
 

	
 


	
 

	
          (ii)
 Due Authorization; No Conflicts. The execution and delivery by U.S.
 Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
 Agent, as the case may be, of this Note Purchase Agreement and the
 performance by U.S. Bank, in its capacity as Subordination Agent, Pass
 Through Trustee or Paying Agent, as the case may be, of its obligations under
 this Note Purchase Agreement have been duly authorized by U.S. Bank, in its
 capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the
 case may be, and will not violate its articles of association or by-laws or
 the provisions of any indenture, mortgage, contract or other agreement to
 which it is a party or by which it is bound; and


	
 

	
 


	
 

	
          (iii)
 Enforceability. This Note Purchase Agreement constitutes the legal,
 valid and binding obligations of U.S. Bank, in its capacity as Subordination
 Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable
 against it in accordance with its terms, except as the same may be limited by
 applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
 affecting the rights of creditors generally and by general principles of
 equity, whether considered in a proceeding at law or in equity.








	
 

	
 


	
 

	
          (c)
 Representations and Warranties of the Pass Through Trustee. The Pass
 Through Trustee hereby confirms to each of the other parties hereto that its 





6







	
 

	
 


	
 

	
representations
 and warranties set forth in Section 7.15 of the Basic Pass Through Trust
 Agreement and Section 7.04 of each Trust Supplement are true and correct as
 of the date hereof.


	
 

	
 


	
 

	
          (d)
 Representations and Warranties of the Subordination Agent. The
 Subordination Agent represents and warrants that:








	
 

	
 


	
 

	
          (i)
 Due Incorporation; Good Standing; Corporate Power; Etc. The
 Subordination Agent is a national banking association duly organized and
 validly existing in good standing under the laws of the United States, and
 has the full corporate power, authority and legal right under the laws of the
 United States and of the state of the United States in which it is located
 and pertaining to its banking, trust and fiduciary powers to execute and
 deliver this Note Purchase Agreement and each Financing Agreement to which it
 is or will be a party and to perform its obligations under this Note Purchase
 Agreement and each Financing Agreement to which it is or will be a party;


	
 

	
 


	
 

	
          (ii)
 Due Authorization; Enforceability. This Note Purchase Agreement has
 been duly authorized, executed and delivered by the Subordination Agent; this
 Note Purchase Agreement constitutes the legal, valid and binding obligations
 of the Subordination Agent enforceable against it in accordance with its
 terms, except as the same may be limited by applicable bankruptcy,
 insolvency, reorganization, moratorium or similar laws affecting the rights
 of creditors generally and by general principles of equity, whether
 considered in a proceeding at law or in equity;


	
 

	
 


	
 

	
          (iii)
 Compliance with Laws; No Conflicts. None of the execution, delivery
 and performance by the Subordination Agent of this Note Purchase Agreement
 contravenes any law, rule or regulation of the state of the United States in
 which it is located or any United States governmental authority or agency
 regulating the Subordination Agent’s banking, trust or fiduciary powers or
 any judgment or order applicable to or binding on the Subordination Agent and
 do not contravene the Subordination Agent’s articles of association or
 by-laws or result in any breach of, or constitute a default under, any
 agreement or instrument to which the Subordination Agent is a party or by
 which it or any of its properties may be bound;


	
 

	
 


	
 

	
          (iv)
 No Governmental Consents. Neither the execution and delivery by the
 Subordination Agent of this Note Purchase Agreement nor the consummation by
 the Subordination Agent of any of the transactions contemplated hereby
 requires the consent or approval of, the giving of notice to, the
 registration with, or the taking of any other action with respect to, any
 governmental authority or agency of the state of the United States in which
 it is located or any federal governmental authority or agency regulating the
 Subordination Agent’s banking, trust or fiduciary powers;





7







	
 

	
 


	
 

	
          (v)
 Certain Tax Matters. There are no Taxes payable by the Subordination
 Agent imposed by any state of the United States in which it is located or any
 political subdivision or taxing authority thereof in connection with the
 execution, delivery and performance by the Subordination Agent of this Note
 Purchase Agreement (other than franchise or other taxes based on or measured
 by any fees or compensation received by the Subordination Agent for services
 rendered in connection with the transactions contemplated by the
 Intercreditor Agreement or any of the Liquidity Facilities), and there are no
 Taxes payable by the Subordination Agent imposed by any state of the United
 States in which it is located or any political subdivision thereof in
 connection with the acquisition, possession or ownership by the Subordination
 Agent of any of the Equipment Notes (other than franchise or other taxes
 based on or measured by any fees or compensation received by the
 Subordination Agent for services rendered in connection with the transactions
 contemplated by the Intercreditor Agreement or any of the Liquidity
 Facilities); and


	
 

	
 


	
 

	
          (vi)
 No Proceedings. There are no pending or threatened actions or
 proceedings against the Subordination Agent before any court or
 administrative agency which individually or in the aggregate, if determined
 adversely to it, would materially adversely affect the ability of the
 Subordination Agent to perform its obligations under this Note Purchase
 Agreement.








	
 

	
 


	
 

	
          (e)
 Representations and Warranties of the Escrow Agent. The Escrow Agent
 represents and warrants that:








	
 

	
 


	
 

	
          (i)
 Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow
 Agent is a national banking association duly incorporated, validly existing
 and in good standing under the laws of the United States and has the full
 corporate power, authority and legal right under the laws of the United
 States and of the state of the United States in which it is located and
 pertaining to its banking, trust and fiduciary powers to execute and deliver
 this Note Purchase Agreement, each Deposit Agreement and each Escrow and Paying
 Agent Agreement (collectively, the “Escrow Agent Agreements”) and to
 carry out the obligations of the Escrow Agent under each of the Escrow Agent
 Agreements;


	
 

	
 


	
 

	
          (ii)
 Due Authorization; No Conflicts. The execution and delivery by the
 Escrow Agent of each of the Escrow Agent Agreements and the performance by
 the Escrow Agent of its obligations hereunder and thereunder have been duly
 authorized by the Escrow Agent and will not violate its articles of
 association or by-laws or the provisions of any indenture, mortgage, contract
 or other agreement to which it is a party or by which it is bound; and


	
 

	
 


	
 

	
          (iii)
 Enforceability. Each of the Escrow Agent Agreements constitutes the
 legal, valid and binding obligations of the Escrow Agent enforceable against
 it in accordance with its terms, except as the same may be limited by
 applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
 affecting the 





8







	
 

	
 


	
 

	
rights of
 creditors generally and by general principles of equity, whether considered
 in a proceeding at law or in equity.








	
 

	
 


	
 

	
          (f) Representations
 and Warranties of the Paying Agent. The Paying Agent represents and
 warrants that:








	
 

	
 

	
 


	
 

	
 

	
          (i)
 Due Incorporation; Good Standing; Corporate Power; Etc. The Paying
 Agent is a national banking association duly organized and validly existing
 in good standing under the laws of the United States, and has the full
 corporate power, authority and legal right under the laws of the United
 States and of the state in which it is located and pertaining to its banking,
 trust and fiduciary powers to execute and deliver this Note Purchase
 Agreement and the Escrow and Paying Agent Agreement (collectively, the “Paying
 Agent Agreements”) and to carry out the obligations of the Paying Agent
 under each of the Paying Agent Agreements;


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 Due Authorization; No Conflicts. The execution and delivery by the
 Paying Agent of each of the Paying Agent Agreements and the performance by
 the Paying Agent of its obligations hereunder and thereunder have been duly
 authorized by the Paying Agent and will not violate its articles of
 association or by-laws or the provisions of any indenture, mortgage, contract
 or other agreement to which it is a party or by which it is bound; and


	
 

	
 

	
 


	
 

	
 

	
          (iii)
 Enforceability. Each of the Paying Agent Agreements constitutes the
 legal, valid and binding obligations of the Paying Agent enforceable against
 it in accordance with its terms, except as the same may be limited by applicable
 bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
 the rights of creditors generally and by general principles of equity,
 whether considered in a proceeding at law or in equity.





                    SECTION
4. Covenants.
(a) Covenants of the Company. The Company covenants with each of the
other parties hereto that:


	
 

	
 


	
 

	
          (i)
 Maintenance of Corporate Existence. Subject to, and except as
 contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the
 Company shall at all times maintain its corporate existence;


	
 

	
 


	
 

	
          (ii)
 Maintenance of Status as Certificated Air Carrier; Section 1110. The
 Company shall at all times remain a Certificated Air Carrier and shall at all
 times be otherwise certificated and registered to the extent necessary to
 entitle the Loan Trustee to the rights afforded to secured parties of
 aircraft equipment under Section 1110;


	
 

	
 


	
 

	
          (iii)
 Merger, Consolidation, Acquisition of the Company. Section 6.02(e) of
 each Participation Agreement is hereby incorporated by reference herein;





9







	
 

	
 


	
 

	
          (iv)
 Notice of Occurrence of Cut-Off Date. The Company agrees to provide
 written notice to each of the parties hereto of the occurrence of the Cut-Off
 Date no later than one Business Day after the date thereof.


	
 

	
 


	
 

	
          (v)
 Refinancing of Equipment Notes; Additional Series Equipment Notes. The
 Company shall not (A) redeem any Series B or Series C Equipment Notes
 (or any series of Additional Series Equipment Notes) and issue new Equipment
 Notes with the same Series designation as that of the redeemed Equipment
 Notes, or (B) issue any Additional Series Equipment Notes, in each
 case under any Indenture, unless it shall have obtained written confirmation
 from each Applicable Rating Agency that such redemption and/or issuance of
 Equipment Notes then rated by such Applicable Rating Agency, as the case may
 be, will not result in (1) a reduction of the rating for any Class of
 Certificates then rated by any Rating Agency that will remain outstanding
 below the then current rating for such Class of Certificates, or (2) a
 withdrawal or suspension of the rating of any Class of Certificates then
 rated by any Rating Agency that will remain outstanding; and any such
 redemption and/or issuance shall be subject to the terms of Section 8.01(c)
 and 8.01(d), respectively, of the Intercreditor Agreement.


	
 

	
 


	
 

	
          (vi)
 Replacement Depositary. 








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (A)
 Conditions for Replacement. If (1) the Depositary’s
 Short-Term Rating issued by an Applicable Rating Agency falls below (a)
 in respect of the Class A Pass Through Trust, F1 by Fitch, P-1 by Moody’s or
 A-1+ by Standard & Poor’s or (b) in respect of the Class B Pass
 Through Trust and the Class C Pass Through Trust, P-1 by Moody’s or A-1+ by
 Standard & Poor’s (such minimum ratings, the “Depositary Threshold
 Ratings”), or (2) the Company, in its sole discretion, gives
 written notice to the Depositary of the Company’s election that the
 Depositary be replaced, the Company shall, within 30 days after such event
 occurring, cause the Depositary to be replaced with a depositary bank (a “Replacement
 Depositary”) on the following terms and preconditions:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (I)
 Minimum Credit Ratings; Confirmation from Ratings Agency. The
 Replacement Depositary must meet the Depositary Threshold Ratings and the
 Company shall have obtained written confirmation from each Applicable Rating
 Agency that such replacement 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 the Depositary being replaced);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (II)
 Certain Fees and Expenses. The Company shall pay all fees, expenses
 and other amounts then owing to the replaced Depositary and, except as
 expressly provided in clause 





10







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(III) below,
 the Company shall pay any up-front fee of the Replacement Depositary and
 (without limitation of the foregoing) all out-of-pocket expenses (including
 reasonable fees and expenses of legal counsel) of the parties hereto
 (including without limitation all amounts payable to the Applicable Rating
 Agencies) incurred in connection with such replacement; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (III)
 Replacement Deposit Agreement; Opinions and Other Closing Requirements. The Company shall cause the Replacement
 Depositary to enter into a Replacement Deposit Agreement for each of the
 Class A, Class B and Class C Certificates with the Escrow Agent (and the
 Escrow Agent agrees to enter into any such Replacement Deposit Agreement upon
 request of the Company) and shall cause the Replacement Depositary to deliver
 to the Company and each Applicable Rating Agency legal opinions and other
 closing documentation substantially similar in scope and substance as those
 that were delivered by the Depositary being replaced in connection with the
 execution and delivery of the Deposit Agreement being replaced.


	
 


	
 

	
 

	
 

	
          (B)
 Withdrawal Certificate and Notice of Replacement Withdrawal. Upon
 satisfaction of the foregoing conditions, the Company shall instruct the
 Class A Pass Through Trustee, Class B Pass Through Trustee and Class C Pass
 Through Trustee, and each such Pass Through Trustee agrees, to execute and
 deliver to the Escrow Agent a duly completed Withdrawal Certificate (as
 defined in the Escrow and Paying Agent Agreements) together with a Notice of
 Replacement Withdrawal (as defined in the Escrow and Paying Agent
 Agreements).


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (C)
 Amendments to Documents. Each of the parties hereto agrees, at the
 Company’s request, to enter into any amendments to this Note Purchase
 Agreement, the Escrow and Paying Agent Agreements and any other Operative
 Agreements as may be necessary or desirable to give effect to the replacement
 of the Depositary with the Replacement Depositary and the replacement of the
 Deposit Agreements with the Replacement Deposit Agreements.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (D)
 Effect of Replacement. Upon the execution and delivery of the
 Replacement Deposit Agreements, the Replacement Depositary shall be deemed to
 be the Depositary with all of the rights and obligations of the Depositary
 hereunder and under the other Operative Agreements and the Replacement
 Deposit Agreements shall be deemed to be the Deposit Agreements hereunder and
 under the other Operative Agreements, except that the obligations of the
 replaced Depositary under its Deposit Agreements resulting from the delivery
 of any Withdrawal Notice (as defined in the Deposit Agreements) delivered
 thereunder shall remain in 





11







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
full force
 and effect notwithstanding the execution and delivery of the Replacement
 Deposit Agreements.


	
 


	
 

	
 

	
          (vii)
 Certain Reports to Subordination Agent. Promptly after the occurrence
 of a Triggering Event or an Indenture Event of Default resulting from the
 failure of the Company 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 Company will, at the Subordination
 Agent’s request from time to time but in any event no more frequently than
 once every three months, provide to the Subordination Agent a statement
 setting forth the following information with respect to each Aircraft then
 subject to the lien of an Indenture: (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 respective Indentures to which such Aircraft are subject). As
 used in this Section 4(vii), the terms “Triggering Event”, “Indenture Event
 of Default” and “Regular Distribution Date” shall have the respective
 meanings set forth in the Intercreditor Agreement.


	
 

	
 

	
 


	
 

	
          (b)
 Covenants by U.S. Bank.








	
 

	
 


	
 

	
          (i)
 Status as Citizen of the United States. U.S. Bank, in its individual
 capacity, covenants with each of the other parties to this Note Purchase
 Agreement that it will, immediately upon obtaining knowledge of any facts
 that would cast doubt upon its continuing status as a Citizen of the United
 States and promptly upon public disclosure of negotiations in respect of any
 transaction which would or might adversely affect such status, notify in
 writing all parties hereto of all relevant matters in connection therewith.
 Upon U.S. Bank giving any such notice, U.S. Bank shall, subject to Section
 8.02 of any Indenture then entered into, resign as Loan Trustee in respect of
 such Indenture.


	
 

	
 


	
 

	
          (ii)
 Situs
 of Activity. Except with the consent of the Company,
 which shall not be unreasonably withheld: (i) U.S. Bank will act as
 Pass Through Trustee solely through its offices within the State of Delaware,
 except for such services as may be performed for it by independent agents in
 the ordinary course of business, but not directly by it, in other states; and
 (ii) U.S. Bank will act as Subordination Agent solely through its
 offices within the Commonwealth of Massachusetts, except for such services as
 may be performed by it by independent agents acting in the ordinary course of
 business, but not directly by it, in other states.





                    SECTION
5. Notices.
Unless otherwise expressly specified or permitted by the terms hereof, all
notices required or permitted by the terms and provisions of this Note Purchase
Agreement shall be in English and in writing, and any such notice may given by
United States mail, courier service or facsimile, 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 


12







(by a
telephone call to a representative of the recipient or by machine confirmation)
that such transmission was received) to the relevant party hereto at the
address or facsimile number set forth below the signature of such party at the
foot of this Note Purchase Agreement or to such other address or facsimile
number as such party may hereafter specify by notice to the other parties. 


                    SECTION
6. Expenses. (a) Payments in Respect of Certain Liquidity Provider
Fees. The Company agrees to pay to the Subordination Agent when due an
amount or amounts equal to the fees payable to the Liquidity Provider under
Section 2.03 of each Liquidity Facility and under the related Fee Letter (as
defined in the Intercreditor Agreement) multiplied by a fraction the numerator
of which shall be the then outstanding aggregate amount of the Deposits under
the Deposit Agreements pertaining to the Class A and Class B Pass Through
Trusts and the denominator of which shall be the sum of (i) the then
outstanding aggregate principal amount of the Series A Equipment Notes and
Series B Equipment Notes issued under all of the Indentures and (ii) the
then outstanding aggregate amount of the Deposits under the Deposit Agreements
pertaining to the Class A and Class B Pass Through Trusts. 


	
 

	
 

	
 


	
 

	
          (b)
Certain Other Expenses. So long as no Equipment Notes have been issued in
respect of any Aircraft, the Company agrees to pay:  


	
 

	
 


	
 

	
 

	
          (i)
 Under the Liquidity Facilities. To the Subordination Agent when due
 (A) the amount equal to interest on any Downgrade Advance (other than any
 Applied Downgrade Advance) payable under Section 3.07 of each Liquidity
 Facility minus Investment Earnings while such Downgrade Advance shall be
 outstanding and (B) any other amounts owed to the Liquidity Provider by the
 Subordination Agent as borrower under each Liquidity Facility (other than
 amounts due as repayment of advances thereunder or as interest on such
 advances, except to the extent payable pursuant to clause (A) of this sentence);
 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 Under the Pass Through Trust Agreements. All compensation and
 reimbursement of expenses, disbursements and advances payable by the Company
 under the Pass Through Trust Agreements; 


	
 

	
 

	
 


	
 

	
 

	
          (iii)
 Under the Intercreditor Agreement. All compensation and reimbursement
 of expenses and disbursements payable to the Subordination Agent under the
 Intercreditor Agreement except with respect to any income or franchise taxes
 incurred by the Subordination Agent in connection with the transactions
 contemplated by the Intercreditor Agreement; and 


	
 

	
 

	
 


	
 

	
 

	
          (iv)
 Escrow Agent and Paying Agent. In the event the Company requests any
 amendment to any Operative Agreement, all reasonable fees and expenses
 (including, without limitation, fees and disbursements of counsel) of the
 Escrow Agent and/or the Paying Agent in connection therewith. 


	
 

	
 

	
 


	
 

	
For purposes
 of this Section 6(b), the terms “Applied Downgrade Advance”, “Downgrade
 Advance” and “Investment Earnings” shall have the meanings specified in each
 Liquidity Facility.





13







                    SECTION
7. Further Assurances. Each party hereto shall duly execute, acknowledge
and deliver, or shall cause to be executed, acknowledged and delivered, all
such further agreements, instruments, certificates or documents, and shall do
and cause to be done such further acts and things, in any case, as any other
party hereto shall reasonably request in connection with its administration of,
or to carry out more effectually the purposes of, or to better assure and
confirm unto it the rights and benefits to be provided under, this Note
Purchase Agreement. 


                    SECTION
8. Miscellaneous. (a) Survival of Representations and Covenants.
Provided that the transactions contemplated hereby have been consummated, and
except as otherwise provided for herein, the representations, warranties and
agreements herein of the Company, the Subordination Agent, the Escrow Agent,
the Paying Agent and the Pass Through Trustee, and the Company’s, the
Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and the Pass
Through Trustee’s obligations under any and all thereof, shall survive the
expiration or other termination of this Note Purchase Agreement and the other
agreements referred to herein. 


	
 

	
 


	
 

	
          (b)
 Counterparts; Amendments; Effect of Headings; Successors and Assigns.
 This Note Purchase Agreement may be executed in any number of counterparts
 (and each of the parties hereto shall not be required to execute the same
 counterpart). Each counterpart of this Note Purchase Agreement, including a
 signature page executed by each of the parties hereto, shall be an original
 counterpart of this Note Purchase Agreement, but all of such counterparts
 together shall constitute one instrument. Neither this Note Purchase
 Agreement nor any of the terms hereof may be terminated, amended,
 supplemented, waived or modified orally, but only by an instrument in writing
 signed by the party against which the enforcement of the termination, amendment,
 supplement, waiver or modification is sought. The Table of Contents to this
 Note Purchase Agreement and the headings of the various Sections and
 sub-Sections of this Note Purchase Agreement are for convenience of reference
 only and shall not modify, define, expand or limit any of the terms or
 provisions hereof. The terms of this Note Purchase Agreement shall be binding
 upon, and shall inure to the benefit of, the Company and its successors and
 permitted assigns, the Pass Through Trustee and its successors as Pass
 Through Trustee (and any additional trustee appointed) under any of the Pass
 Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent
 under the Escrow and Paying Agent Agreements, the Paying Agent and its
 successors as Paying Agent under the Escrow and Paying Agent Agreement and
 the Subordination Agent and its successors as Subordination Agent under the
 Intercreditor Agreement. 


	
 

	
 


	
 

	
          (c)
 Benefits of Agreement. This Note Purchase Agreement is not intended
 to, and shall not, provide any Person not a party hereto (other than the
 Initial Purchasers, each of the beneficiaries of Section 6 hereof, and the
 Depositary as a beneficiary of Section 4(a)(vi)) with any rights of any
 nature whatsoever against any of the parties hereto, and no Person not a
 party hereto (other than the Initial Purchasers, each of the beneficiaries of
 Section 6 hereof, and the Depositary as a beneficiary of Section 4(a)(vi))
 shall have any right, power or privilege in respect of, or have any benefit
 or interest arising out of, this Note Purchase Agreement. To the extent that
 this Note Purchase 





14







	
 

	
 


	
 

	
Agreement
 expressly confers upon, gives or grants any right, power, privilege, benefit,
 interest, remedy or claim to any of the beneficiaries of Section 6 hereof
 (including, but not limited to rights, powers, privileges, benefits,
 interests, remedies and claims under Section 6) or to the Depositary with
 respect to Section 4(a)(vi), each such party is hereby recognized as a third
 party beneficiary hereunder and may enforce any such right, power, privilege,
 benefit, interest, remedy or claim. 





                    SECTION
9. Governing Law. THIS NOTE PURCHASE AGREEMENT 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. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW
YORK. 


15







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


16







	
 

	
 

	
 

	
 


	
 

	
DELTA AIR
 LINES, INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Paul A.
 Jacobson


	
 

	
 

	 


	
 

	
 

	
Name:

	
Paul A.
 Jacobson


	
 

	
 

	
Title:

	
Vice
 President and Treasurer


	
 

	
 

	
Address:

	
1030 Delta
 Boulevard


	
 

	
 

	
 

	
Atlanta,
 Georgia 30354


	
 

	
 

	
 

	
Attention:
 Treasurer


	
 

	
 

	
 

	
Telephone:
 (404) 715-6583


	
 

	
 

	
 

	
Facsimile:
 (404) 773-7345


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Alison
 D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:

	
Alison D.B.
 Nadeau


	
 

	
 

	
Title:

	
Vice
 President


	
 

	
 

	
 

	
 


	
 

	
 

	
Address:

	
300 Delaware
 Avenue, 9th Floor


	
 

	
 

	
 

	
Mail Code
 EX-DE-WDAW


	
 

	
 

	
 

	
Wilmington,
 Delaware 19801


	
 

	
 

	
 

	
Attention:
 Corporate Trust Services


	
 

	
 

	
 

	
Telephone:
 (302) 576-3703


	
 

	
 

	
 

	
Facsimile:
 (302) 576-3717


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as
 otherwise provided herein, but solely as Subordination Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Alison
 D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:

	
Alison D.B.
 Nadeau


	
 

	
 

	
Title:

	
Vice
 President


	
 

	
 

	
 

	
 


	
 

	
 

	
Address:

	
One Federal
 Street, 3rd Floor


	
 

	
 

	
 

	
Mail Code
 EX-MA-FED


	
 

	
 

	
 

	
Boston,
 Massachusetts 02110


	
 

	
 

	
 

	
Attention:
 Corporate Trust Services


	
 

	
 

	
 

	
Ref.: Delta
 2007-1 EETC


	
 

	
 

	
 

	
Telephone:
 (617) 603-6553


	
 

	
 

	
 

	
Facsimile:
 (617) 603-6683





17







	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise
 provided herein, but solely as Escrow Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Alison
 D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:

	
Alison D.B.
 Nadeau


	
 

	
 

	
Title:

	
Vice
 President


	
 

	
 

	
Address:

	
One Federal
 Street, 3rd Floor


	
 

	
 

	
 

	
Boston,
 Massachusetts 02110


	
 

	
 

	
 

	
Attention:
 Corporate Trust Services


	
 

	
 

	
 

	
Ref.: Delta
 2007-1 EETC


	
 

	
 

	
 

	
Telephone:
 (617) 603-6553


	
 

	
 

	
 

	
Facsimile:
 (617) 603-6683


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise
 provided herein, but solely as Paying Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Alison
 D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:

	
Alison D.B.
 Nadeau


	
 

	
 

	
Title:

	
Vice
 President


	
 

	
 

	
Address:

	
One Federal
 Street, 3rd Floor


	
 

	
 

	
 

	
Mail Code
 EX-MA-FED


	
 

	
 

	
 

	
Boston,
 Massachusetts 02110


	
 

	
 

	
 

	
Attention:
 Corporate Trust Services


	
 

	
 

	
 

	
Ref.: Delta
 2007-1 EETC


	
 

	
 

	
 

	
Telephone:
 (617) 603-6553


	
 

	
 

	
 

	
Facsimile:
 (617) 603-6683





18






SCHEDULE I to

Note Purchase Agreement


AIRCRAFT


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 


	
U.S.

 Registration

 No.

	
Airframe

 Manufacturer

	
Airframe
 Model Type

 (including generic)

	
Airframe

 MSNs

	
Engine
 Manufacturer

	
Engine
 Model Type

 (including generic)

	
Engine

 MSNs

	
Existing

 Financing


	 

	 

	 

	 

	 

	 

	 

	 


	
N174DZ

	
Boeing

	
767-332ER

 (Generic: Boeing 767-300)

	
29693

	
General
 Electric

	
CF6-80C2B6F

 (Generic: GE CF6-80C2)

	
704749
704751

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N175DZ

	
Boeing

	
767-332ER

 (Generic: Boeing 767-300)

	
29696

	
General
 Electric

	
CF6-80C2B6F

 (Generic: GE CF6-80C2)

	
704823

 704824

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N176DZ

	
Boeing

	
767-332ER

 (Generic: Boeing 767-300)

	
29697

	
General
 Electric

	
CF6-80C2B6F

 (Generic: GE CF6-80C2)

	
704848

 704849

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N177DZ

	
Boeing

	
767-332ER

 (Generic: Boeing 767-300)

	
29698

	
General
 Electric

	
CF6-80C2B6F

 (Generic: GE CF6-80C2)

	
704871

 704872

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N825MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29703

	
General
 Electric

	
CF6-80C2B7F

 (Generic: CF6-80C2)

	
704897

 706174

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N827MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29705

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
704952

 704953

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N834MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29707

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2

	
706203

 706204

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N835MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29708

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706205

 706206

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N836MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29709

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706224

 706225

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N837MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29710

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706232

 706233

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N838MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29711

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706238

 706239

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N839MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29712

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706253

 706254

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N826MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29713

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
704896

 704929

	
GE
 Mortgage

 Agreement


	 

	 

	 

	 

	 

	 

	 

	 


	
N841MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29714

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706385

 706386

	
GE
 Mortgage

 Agreement


	 

	 

	 

	 

	 

	 

	 

	 


	
N842MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29715

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706381

 706382

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N843MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29716

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706412

 706413

	
GE
 Mortgage

 Agreement


	 

	 

	 

	 

	 

	 

	 

	 










SCHEDULE I to

Note Purchase Agreement

(Cont’d) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 


	
U.S.

 Registration

 No.

	
Airframe

 Manufacturer

	
Airframe
 Model Type

 (including generic)

	
Airframe

 MSNs

	
Engine
 Manufacturer

	
Engine
 Model Type

 (including generic)

	
Engine

 MSNs

	
Existing

 Financing


	 

	 

	 

	 

	 

	 

	 

	 


	
N844MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29717

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706431

 706433

	
GE
 Mortgage

 Agreement


	 

	 

	 

	 

	 

	 

	 

	 


	
N840MH

	
Boeing

	
767-432ER

 (Generic: Boeing 767-400)

	
29718

	
General
 Electric

	
CF6-80C2B7F

 (Generic: GE CF6-80C2)

	
706287

 706288

	
GE
 Mortgage

 Agreement


	 

	 

	 

	 

	 

	 

	 

	 


	
N862DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29734

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51175

 51177

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N863DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29735

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51188

 51191

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N864DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29736

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51193

 51194

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N865DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29737

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51200

 51201

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N866DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29738

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51204

 51205

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N860DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29951

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51145

 51146

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N861DA

	
Boeing

	
777-232ER

 (Generic: Boeing 777-200)

	
29952

	
Rolls-Royce

	
RB211-Trent
 895-17

 (Generic: Rolls Royce

 TRENT800)

	
51149

 51150

	
GE
 Letter of

 Credit Facility


	 

	 

	 

	 

	 

	 

	 

	 


	
N371DA

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
29619

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
875354

 875362

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3754A

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
29626

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888486

 888489

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3755D

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
29627

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888499

 888554

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3749D

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30490

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888402

 888405

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 





Sch. I - 2






SCHEDULE I to

Note Purchase Agreement

(Cont’d)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 


	
U.S.

 Registration

 No.

	
Airframe

 Manufacturer

	
Airframe
 Model Type

 (including generic)

	
Airframe

 MSNs

	
Engine
 Manufacturer

	
Engine
 Model Type

 (including generic)

	
Engine

 MSNs

	
Existing

 Financing


	 

	 

	 

	 

	 

	 

	 

	 


	
N3751B

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30491

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
889443

 889444

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3752

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30492

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888452

 888467

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3756

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30493

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
889495

 889498

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3757D

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30813

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
889510

 889570

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3758Y

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
30814

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
889460

 889511

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3750D

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
32375

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888408

 888476

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 


	
N3753

	
Boeing

	
737-832

 (Generic: Boeing 737-800)

	
32626

	
CFM
 International,

 Inc.

	
CFM
 56-7B24

 (Generic: CFM CFM-56-7)

	
888462

 889458

	
2001-2
 EETC


	 

	 

	 

	 

	 

	 

	 

	 





Sch. I - 3







SCHEDULE II to

Note Purchase Agreement


TRUST SUPPLEMENTS


Trust Supplement, dated as of the Issuance Date,
between the Company and the Pass Through Trustee in respect of the Delta Air
Lines Pass Through Trust, Series 2007-1A.


Trust Supplement, dated as of the Issuance Date,
between the Company and the Pass Through Trustee in respect of the Delta Air
Lines Pass Through Trust, Series 2007-1B.


Trust Supplement, dated as of the Issuance Date,
between the Company and the Pass Through Trustee in respect of the Delta Air
Lines Pass Through Trust, Series 2007-1C.






SCHEDULE III to

Note Purchase Agreement




PRINCIPAL AMOUNTS OF EQUIPMENT NOTES


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Aircraft

	
 

	
 

	
Series A

	
 

	
 

	
Series B

	
 

	
 

	
Series C

	
 

	
 

	
Total

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N371DA

	
 

	
 

	
$
 12,139,000

	
 

	
 

	
$
 3,795,000

	
 

	
 

	
$
 4,228,000

	
 

	
 

	
$
 20,162,000 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3749D

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3750D

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3751B

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3752

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3753

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3754A

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3755D

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3756

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3757D

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N3758Y

	
 

	
 

	
14,944,000

	
 

	
 

	
4,585,000

	
 

	
 

	
4,834,000

	
 

	
 

	
24,363,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N174DZ

	
 

	
 

	
20,577,000

	
 

	
 

	
5,819,000

	
 

	
 

	
4,520,000

	
 

	
 

	
30,916,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N175DZ

	
 

	
 

	
22,530,000

	
 

	
 

	
6,372,000

	
 

	
 

	
4,947,000

	
 

	
 

	
33,849,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N176DZ

	
 

	
 

	
22,530,000

	
 

	
 

	
6,372,000

	
 

	
 

	
4,947,000

	
 

	
 

	
33,849,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N177DZ

	
 

	
 

	
22,530,000

	
 

	
 

	
6,372,000

	
 

	
 

	
4,947,000

	
 

	
 

	
33,849,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N825MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N826MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N827MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N834MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N835MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N836MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N837MH

	
 

	
 

	
25,604,000

	
 

	
 

	
7,240,000

	
 

	
 

	
5,623,000

	
 

	
 

	
38,467,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N838MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N839MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N840MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N841MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N842MH

	
 

	
 

	
27,073,000

	
 

	
 

	
7,657,000

	
 

	
 

	
5,946,000

	
 

	
 

	
40,676,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N843MH

	
 

	
 

	
28,961,000

	
 

	
 

	
8,191,000

	
 

	
 

	
6,361,000

	
 

	
 

	
43,513,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N844MH

	
 

	
 

	
28,961,000

	
 

	
 

	
8,191,000

	
 

	
 

	
6,361,000

	
 

	
 

	
43,513,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N860DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N861DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N862DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N863DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N864DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N865DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
N866DA

	
 

	
 

	
42,954,000

	
 

	
 

	
12,146,000

	
 

	
 

	
9,434,000

	
 

	
 

	
64,534,000
 

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 


	
 

	
 

	
 

	
Subtotal:$924,408,000

	
 

	
 

	
Subtotal: $265,366,000

	
 

	
 

	
Subtotal: $220,103,000

	
 

	
 

	
Grand

 Total:$1,409,877,000

	
 


	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 

	 











SCHEDULE III to

Note Purchase Agreement

(Cont’d)


AMORTIZATION SCHEDULES


[Attached]


Sch. III - 2








SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 737-832

N371DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9544417%

	
 


	
August 10,
 2008

	
 

	
4.4458374%

	
 


	
February 10,
 2009

	
 

	
2.9719563%

	
 


	
August 10,
 2009

	
 

	
3.4219369%

	
 


	
February 10,
 2010

	
 

	
3.5332410%

	
 


	
August 10,
 2010

	
 

	
2.8317299%

	
 


	
February 10,
 2011

	
 

	
2.9820674%

	
 


	
August 10,
 2011

	
 

	
2.7274699%

	
 


	
February 10,
 2012

	
 

	
2.5133272%

	
 


	
August 10,
 2012

	
 

	
2.5807579%

	
 


	
February 10,
 2013

	
 

	
2.3116268%

	
 


	
August 10,
 2013

	
 

	
2.1011920%

	
 


	
February 10,
 2014

	
 

	
2.3560692%

	
 


	
August 10,
 2014

	
 

	
4.0703499%

	
 


	
February 10,
 2015

	
 

	
2.4839429%

	
 


	
August 10,
 2015

	
 

	
3.8620881%

	
 


	
February 10,
 2016

	
 

	
2.7157983%

	
 


	
August 10,
 2016

	
 

	
3.9326198%

	
 


	
February 10,
 2017

	
 

	
2.4563484%

	
 


	
August 10,
 2017

	
 

	
2.7845673%

	
 


	
February 10,
 2018

	
 

	
1.7676870%

	
 


	
August 10,
 2018

	
 

	
2.7491464%

	
 


	
February 10,
 2019

	
 

	
1.5648903%

	
 


	
August 10,
 2019

	
 

	
3.5754489%

	
 


	
February 10,
 2020

	
 

	
1.4245707%

	
 


	
August 10,
 2020

	
 

	
4.6036173%

	
 


	
February 10,
 2021

	
 

	
2.5448376%

	
 


	
August 10,
 2021

	
 

	
4.5396915%

	
 


	
February 10,
 2022

	
 

	
2.3551882%

	
 


	
August 10,
 2022

	
 

	
14.8375536%

	
 






Sch. III - 3






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 737-832

N371DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.4707054%

	
 


	
August 10,
 2008

	
 

	
0.9522914%

	
 


	
February 10,
 2009

	
 

	
2.2118279%

	
 


	
August 10,
 2009

	
 

	
2.2118279%

	
 


	
February 10,
 2010

	
 

	
2.2118279%

	
 


	
August 10,
 2010

	
 

	
2.2118279%

	
 


	
February 10,
 2011

	
 

	
5.1133657%

	
 


	
August 10,
 2011

	
 

	
5.1133657%

	
 


	
February 10,
 2012

	
 

	
3.4485489%

	
 


	
August 10,
 2012

	
 

	
3.4485489%

	
 


	
February 10,
 2013

	
 

	
1.9977800%

	
 


	
August 10,
 2013

	
 

	
1.9977800%

	
 


	
February 10,
 2014

	
 

	
2.6637067%

	
 


	
August 10,
 2014

	
 

	
2.6637067%

	
 


	
February 10,
 2015

	
 

	
2.6637067%

	
 


	
August 10,
 2015

	
 

	
2.6637067%

	
 


	
February 10,
 2016

	
 

	
2.6637067%

	
 


	
August 10,
 2016

	
 

	
2.6637067%

	
 


	
February 10,
 2017

	
 

	
3.5912474%

	
 


	
August 10,
 2017

	
 

	
3.5912474%

	
 


	
February 10,
 2018

	
 

	
3.4009826%

	
 


	
August 10,
 2018

	
 

	
3.4009826%

	
 


	
February 10,
 2019

	
 

	
3.8052954%

	
 


	
August 10,
 2019

	
 

	
3.8052954%

	
 


	
February 10,
 2020

	
 

	
4.1620419%

	
 


	
August 10,
 2020

	
 

	
4.1620419%

	
 


	
February 10,
 2021

	
 

	
3.6863800%

	
 


	
August 10,
 2021

	
 

	
3.6863800%

	
 


	
February 10,
 2022

	
 

	
3.6863800%

	
 


	
August 10,
 2022

	
 

	
8.6497874%

	
 






Sch. III - 4






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 737-832

N371DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.5576310%

	
 


	
August 10,
 2008

	
 

	
1.0158841%

	
 


	
February 10,
 2009

	
 

	
2.7111211%

	
 


	
August 10,
 2009

	
 

	
2.7111211%

	
 


	
February 10,
 2010

	
 

	
2.5830367%

	
 


	
August 10,
 2010

	
 

	
2.5830367%

	
 


	
February 10,
 2011

	
 

	
3.7571440%

	
 


	
August 10,
 2011

	
 

	
3.7571440%

	
 


	
February 10,
 2012

	
 

	
2.2628254%

	
 


	
August 10,
 2012

	
 

	
2.2628254%

	
 


	
February 10,
 2013

	
 

	
3.3088486%

	
 


	
August 10,
 2013

	
 

	
3.3088486%

	
 


	
February 10,
 2014

	
 

	
3.3088486%

	
 


	
August 10,
 2014

	
 

	
64.8716845%

	
 






Sch. III - 5







SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES
Boeing 737-832
N3749D




	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 






Sch. III - 6






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES
Boeing 737-832
N3749D







	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 7






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES
Boeing 737-832
N3749D 





	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 






Sch. III - 8







SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 



EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES 

Boeing 737-832 

N3750D


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of 

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 





Sch. III - 9






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 



EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES 

Boeing 737-832 

N3750D


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of 
Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10, 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 10






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 



EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES 

Boeing 737-832 

N3750D


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 





Sch. III - 11







SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES 

Boeing 737-832 
N3751B


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount
to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.9039118%

	
 


	
August 10, 2008

	
 

	
3.8880236%

	
 


	
February 10,
  2009

	
 

	
2.9309141%

	
 


	
August 10,
  2009

	
 

	
2.8879651%

	
 


	
February 10,
  2010

	
 

	
3.5022219%

	
 


	
August 10,
  2010

	
 

	
2.3095462%

	
 


	
February 10,
  2011

	
 

	
2.9722953%

	
 


	
August 10,
  2011

	
 

	
2.2067971%

	
 


	
February 10,
  2012

	
 

	
2.5202804%

	
 


	
August 10,
  2012

	
 

	
2.0571951%

	
 


	
February 10,
  2013

	
 

	
2.3334374%

	
 


	
August 10,
  2013

	
 

	
1.5650576%

	
 


	
February 10,
  2014

	
 

	
2.3957249%

	
 


	
August 10,
  2014

	
 

	
2.1900666%

	
 


	
February 10,
  2015

	
 

	
2.5961686%

	
 


	
August 10,
  2015

	
 

	
1.9666038%

	
 


	
February 10,
  2016

	
 

	
2.9285947%

	
 


	
August 10,
  2016

	
 

	
2.0472657%

	
 


	
February 10,
  2017

	
 

	
2.7454644%

	
 


	
August 10,
  2017

	
 

	
1.8490553%

	
 


	
February 10,
  2018

	
 

	
2.0199590%

	
 


	
August 10,
  2018

	
 

	
1.7282756%

	
 


	
February 10,
  2019

	
 

	
1.8363071%

	
 


	
August 10,
  2019

	
 

	
0.9659124%

	
 


	
February 10,
  2020

	
 

	
1.7842792%

	
 


	
August 10,
  2020

	
 

	
1.9117485%

	
 


	
February 10,
  2021

	
 

	
3.4690958%

	
 


	
August 10,
  2021

	
 

	
1.5832553%

	
 


	
February 10,
  2022

	
 

	
3.6015983%

	
 


	
August 10,
  2022

	
 

	
30.3029792%

	
 





Sch. III - 12






SCHEDULE I to

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 737-832 

N3751B


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
3.0905682%

	
 


	
August 10,
  2008

	
 

	
0.8418048%

	
 


	
February 10,
  2009

	
 

	
1.9694244%

	
 


	
August 10,
  2009

	
 

	
1.9694244%

	
 


	
February 10,
  2010

	
 

	
1.9694244%

	
 


	
August 10,
  2010

	
 

	
1.9694244%

	
 


	
February 10,
  2011

	
 

	
4.9341496%

	
 


	
August 10,
  2011

	
 

	
4.9341496%

	
 


	
February 10,
  2012

	
 

	
3.2611976%

	
 


	
August 10,
  2012

	
 

	
3.2611976%

	
 


	
February 10,
  2013

	
 

	
1.7788351%

	
 


	
August 10,
  2013

	
 

	
1.7788351%

	
 


	
February 10,
  2014

	
 

	
1.7788351%

	
 


	
August 10,
  2014

	
 

	
1.7788351%

	
 


	
February 10,
  2015

	
 

	
1.7788351%

	
 


	
August 10,
  2015

	
 

	
1.7788351%

	
 


	
February 10,
  2016

	
 

	
1.7788351%

	
 


	
August 10,
  2016

	
 

	
1.7788351%

	
 


	
February 10,
  2017

	
 

	
3.4517871%

	
 


	
August 10,
  2017

	
 

	
3.4517871%

	
 


	
February 10,
  2018

	
 

	
3.2823743%

	
 


	
August 10,
  2018

	
 

	
3.2823743%

	
 


	
February 10,
  2019

	
 

	
3.1129614%

	
 


	
August 10,
  2019

	
 

	
3.1129614%

	
 


	
February 10,
  2020

	
 

	
3.7694362%

	
 


	
August 10,
  2020

	
 

	
3.7694362%

	
 


	
February 10,
  2021

	
 

	
3.4306105%

	
 


	
August 10,
  2021

	
 

	
3.4306105%

	
 


	
February 10,
  2022

	
 

	
3.4306105%

	
 


	
August 10,
  2022

	
 

	
20.0436046%

	
 





Sch. III - 13






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)  


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES 

Boeing 737-832 
N3751B


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
1.4656864%

	
 


	
August 10,
  2008

	
 

	
0.9506564%

	
 


	
February 10,
  2009

	
 

	
2.7316686%

	
 


	
August 10,
  2009

	
 

	
2.7316686%

	
 


	
February 10,
  2010

	
 

	
2.6111537%

	
 


	
August 10,
  2010

	
 

	
2.6111537%

	
 


	
February 10,
  2011

	
 

	
3.8966448%

	
 


	
August 10,
  2011

	
 

	
3.8966448%

	
 


	
February 10,
  2012

	
 

	
2.3098668%

	
 


	
August 10,
  2012

	
 

	
2.3098668%

	
 


	
February 10,
  2013

	
 

	
3.4748430%

	
 


	
August 10,
  2013

	
 

	
3.4748430%

	
 


	
February 10,
  2014

	
 

	
3.4748430%

	
 


	
August 10,
  2014

	
 

	
64.0604605%

	
 





Sch. III - 14







    SCHEDULE I to

Indenture and Security Agreement
(Cont’d)



EQUIPMENT NOTES
AMORTIZATION
 SERIES A
EQUIPMENT NOTES

Boeing 737-832

N3752




	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 





Sch. III - 15






    SCHEDULE I to

Indenture and Security Agreement
(Cont’d)





EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3752


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 16







    SCHEDULE I to

Indenture and Security Agreement
(Cont’d)





EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 737-832

N3752


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 





Sch. III - 17








SCHEDULE I to

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION 

SERIES A EQUIPMENT NOTES

Boeing 737-832

N3753 


	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.9039118%

	
 


	
August 10, 2008

	
 

	
3.8880236%

	
 


	
February 10, 2009

	
 

	
2.9309141%

	
 


	
August 10, 2009

	
 

	
2.8879651%

	
 


	
February 10, 2010

	
 

	
3.5022219%

	
 


	
August 10, 2010

	
 

	
2.3095462%

	
 


	
February 10, 2011

	
 

	
2.9722953%

	
 


	
August 10, 2011

	
 

	
2.2067971%

	
 


	
February 10, 2012

	
 

	
2.5202804%

	
 


	
August 10, 2012

	
 

	
2.0571951%

	
 


	
February 10, 2013

	
 

	
2.3334374%

	
 


	
August 10, 2013

	
 

	
1.5650576%

	
 


	
February 10, 2014

	
 

	
2.3957249%

	
 


	
August 10, 2014

	
 

	
2.1900666%

	
 


	
February 10, 2015

	
 

	
2.5961686%

	
 


	
August 10, 2015

	
 

	
1.9666038%

	
 


	
February 10, 2016

	
 

	
2.9285947%

	
 


	
August 10, 2016

	
 

	
2.0472657%

	
 


	
February 10, 2017

	
 

	
2.7454644%

	
 


	
August 10, 2017

	
 

	
1.8490553%

	
 


	
February 10, 2018

	
 

	
2.0199590%

	
 


	
August 10, 2018

	
 

	
1.7282756%

	
 


	
February 10, 2019

	
 

	
1.8363071%

	
 


	
August 10, 2019

	
 

	
0.9659124%

	
 


	
February 10, 2020

	
 

	
1.7842792%

	
 


	
August 10, 2020

	
 

	
1.9117485%

	
 


	
February 10, 2021

	
 

	
3.4690958%

	
 


	
August 10, 2021

	
 

	
1.5832553%

	
 


	
February 10, 2022

	
 

	
3.6015983%

	
 


	
August 10, 2022

	
 

	
30.3029792%

	
 





Sch. III - 18






SCHEDULE I to

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3753


	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
3.0905682%

	
 


	
August 10, 2008

	
 

	
0.8418048%

	
 


	
February 10, 2009

	
 

	
1.9694244%

	
 


	
August 10, 2009

	
 

	
1.9694244%

	
 


	
February 10, 2010

	
 

	
1.9694244%

	
 


	
August 10, 2010

	
 

	
1.9694244%

	
 


	
February 10, 2011

	
 

	
4.9341496%

	
 


	
August 10, 2011

	
 

	
4.9341496%

	
 


	
February 10, 2012

	
 

	
3.2611976%

	
 


	
August 10, 2012

	
 

	
3.2611976%

	
 


	
February 10, 2013

	
 

	
1.7788351%

	
 


	
August 10, 2013

	
 

	
1.7788351%

	
 


	
February 10, 2014

	
 

	
1.7788351%

	
 


	
August 10, 2014

	
 

	
1.7788351%

	
 


	
February 10, 2015

	
 

	
1.7788351%

	
 


	
August 10, 2015

	
 

	
1.7788351%

	
 


	
February 10, 2016

	
 

	
1.7788351%

	
 


	
August 10, 2016

	
 

	
1.7788351%

	
 


	
February 10, 2017

	
 

	
3.4517871%

	
 


	
August 10, 2017

	
 

	
3.4517871%

	
 


	
February 10, 2018

	
 

	
3.2823743%

	
 


	
August 10, 2018

	
 

	
3.2823743%

	
 


	
February 10, 2019

	
 

	
3.1129614%

	
 


	
August 10, 2019

	
 

	
3.1129614%

	
 


	
February 10, 2020

	
 

	
3.7694362%

	
 


	
August 10, 2020

	
 

	
3.7694362%

	
 


	
February 10, 2021

	
 

	
3.4306105%

	
 


	
August 10, 2021

	
 

	
3.4306105%

	
 


	
February 10, 2022

	
 

	
3.4306105%

	
 


	
August 10, 2022

	
 

	
20.0436046%

	
 





Sch. III - 19






SCHEDULE I to

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES C
EQUIPMENT NOTES

Boeing 737-832

N3753


	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
1.4656864%

	
 


	
August 10, 2008

	
 

	
0.9506564%

	
 


	
February 10, 2009

	
 

	
2.7316686%

	
 


	
August 10, 2009

	
 

	
2.7316686%

	
 


	
February 10, 2010

	
 

	
2.6111537%

	
 


	
August 10, 2010

	
 

	
2.6111537%

	
 


	
February 10, 2011

	
 

	
3.8966448%

	
 


	
August 10, 2011

	
 

	
3.8966448%

	
 


	
February 10, 2012

	
 

	
2.3098668%

	
 


	
August 10, 2012

	
 

	
2.3098668%

	
 


	
February 10, 2013

	
 

	
3.4748430%

	
 


	
August 10, 2013

	
 

	
3.4748430%

	
 


	
February 10, 2014

	
 

	
3.4748430%

	
 


	
August 10, 2014

	
 

	
64.0604605%

	
 





Sch. III - 20







SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION


SERIES A EQUIPMENT NOTES

Boeing 737-832

N3754A


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 






Sch. III - 21






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3754A


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 






Sch. III - 22






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)




EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 737-832

N3754A


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 






Sch. III - 23






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 737-832

N3755D


	
 

	
 

	
 

	
 


	
Payment
Date 

	
 

	
Percentage
of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10, 2008

	
 

	
2.9039118%

	
 


	
August 10, 2008

	
 

	
3.8880236%

	
 


	
February 10, 2009

	
 

	
2.9309141%

	
 


	
August 10, 2009

	
 

	
2.8879651%

	
 


	
February 10, 2010

	
 

	
3.5022219%

	
 


	
August 10, 2010

	
 

	
2.3095462%

	
 


	
February 10, 2011

	
 

	
2.9722953%

	
 


	
August 10, 2011

	
 

	
2.2067971%

	
 


	
February 10, 2012

	
 

	
2.5202804%

	
 


	
August 10, 2012

	
 

	
2.0571951%

	
 


	
February 10, 2013

	
 

	
2.3334374%

	
 


	
August 10, 2013

	
 

	
1.5650576%

	
 


	
February 10, 2014

	
 

	
2.3957249%

	
 


	
August 10, 2014

	
 

	
2.1900666%

	
 


	
February 10, 2015

	
 

	
2.5961686%

	
 


	
August 10, 2015

	
 

	
1.9666038%

	
 


	
February 10, 2016

	
 

	
2.9285947%

	
 


	
August 10, 2016

	
 

	
2.0472657%

	
 


	
February 10, 2017

	
 

	
2.7454644%

	
 


	
August 10, 2017

	
 

	
1.8490553%

	
 


	
February 10, 2018

	
 

	
2.0199590%

	
 


	
August 10, 2018

	
 

	
1.7282756%

	
 


	
February 10, 2019

	
 

	
1.8363071%

	
 


	
August 10, 2019

	
 

	
0.9659124%

	
 


	
February 10, 2020

	
 

	
1.7842792%

	
 


	
August 10, 2020

	
 

	
1.9117485%

	
 


	
February 10, 2021

	
 

	
3.4690958%

	
 


	
August 10, 2021

	
 

	
1.5832553%

	
 


	
February 10, 2022

	
 

	
3.6015983%

	
 


	
August 10, 2022

	
 

	
30.3029792%

	
 





Sch. III - 24






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3755D


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10, 2008

	
 

	
3.0905682%

	
 


	
August 10, 2008

	
 

	
0.8418048%

	
 


	
February 10, 2009

	
 

	
1.9694244%

	
 


	
August 10, 2009

	
 

	
1.9694244%

	
 


	
February 10, 2010

	
 

	
1.9694244%

	
 


	
August 10, 2010

	
 

	
1.9694244%

	
 


	
February 10, 2011

	
 

	
4.9341496%

	
 


	
August 10, 2011

	
 

	
4.9341496%

	
 


	
February 10, 2012

	
 

	
3.2611976%

	
 


	
August 10, 2012

	
 

	
3.2611976%

	
 


	
February 10, 2013

	
 

	
1.7788351%

	
 


	
August 10, 2013

	
 

	
1.7788351%

	
 


	
February 10, 2014

	
 

	
1.7788351%

	
 


	
August 10, 2014

	
 

	
1.7788351%

	
 


	
February 10, 2015

	
 

	
1.7788351%

	
 


	
August 10, 2015

	
 

	
1.7788351%

	
 


	
February 10, 2016

	
 

	
1.7788351%

	
 


	
August 10, 2016

	
 

	
1.7788351%

	
 


	
February 10, 2017

	
 

	
3.4517871%

	
 


	
August 10, 2017

	
 

	
3.4517871%

	
 


	
February 10, 2018

	
 

	
3.2823743%

	
 


	
August 10, 2018

	
 

	
3.2823743%

	
 


	
February 10, 2019

	
 

	
3.1129614%

	
 


	
August 10, 2019

	
 

	
3.1129614%

	
 


	
February 10, 2020

	
 

	
3.7694362%

	
 


	
August 10, 2020

	
 

	
3.7694362%

	
 


	
February 10, 2021

	
 

	
3.4306105%

	
 


	
August 10, 2021

	
 

	
3.4306105%

	
 


	
February 10, 2022

	
 

	
3.4306105%

	
 


	
August 10, 2022

	
 

	
20.0436046%

	
 





Sch. III - 25






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 737-832

N3755D


	
 

	
 

	
 

	
 


	
Payment
Date 

	
 

	
Percentage
of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10, 2008

	
 

	
1.4656864%

	
 


	
August 10, 2008

	
 

	
0.9506564%

	
 


	
February 10, 2009

	
 

	
2.7316686%

	
 


	
August 10, 2009

	
 

	
2.7316686%

	
 


	
February 10, 2010

	
 

	
2.6111537%

	
 


	
August 10, 2010

	
 

	
2.6111537%

	
 


	
February 10, 2011

	
 

	
3.8966448%

	
 


	
August 10, 2011

	
 

	
3.8966448%

	
 


	
February 10, 2012

	
 

	
2.3098668%

	
 


	
August 10, 2012

	
 

	
2.3098668%

	
 


	
February 10, 2013

	
 

	
3.4748430%

	
 


	
August 10, 2013

	
 

	
3.4748430%

	
 


	
February 10, 2014

	
 

	
3.4748430%

	
 


	
August 10, 2014

	
 

	
64.0604605%

	
 





Sch. III - 26






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 737-832

N3756


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 





Sch. III - 27






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 737-832

N3756


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 28








SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 737-832

N3756


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 





Sch. III - 29






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 737-832

N3757D


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 





Sch. III - 30






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3757D


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 31






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 737-832

N3757D


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 





Sch. III - 32







SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 737-832

N3758Y


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.9039118%

	
 


	
August 10,
 2008

	
 

	
3.8880236%

	
 


	
February 10,
 2009

	
 

	
2.9309141%

	
 


	
August 10,
 2009

	
 

	
2.8879651%

	
 


	
February 10,
 2010

	
 

	
3.5022219%

	
 


	
August 10,
 2010

	
 

	
2.3095462%

	
 


	
February 10,
 2011

	
 

	
2.9722953%

	
 


	
August 10,
 2011

	
 

	
2.2067971%

	
 


	
February 10,
 2012

	
 

	
2.5202804%

	
 


	
August 10,
 2012

	
 

	
2.0571951%

	
 


	
February 10,
 2013

	
 

	
2.3334374%

	
 


	
August 10,
 2013

	
 

	
1.5650576%

	
 


	
February 10,
 2014

	
 

	
2.3957249%

	
 


	
August 10,
 2014

	
 

	
2.1900666%

	
 


	
February 10,
 2015

	
 

	
2.5961686%

	
 


	
August 10,
 2015

	
 

	
1.9666038%

	
 


	
February 10,
 2016

	
 

	
2.9285947%

	
 


	
August 10,
 2016

	
 

	
2.0472657%

	
 


	
February 10,
 2017

	
 

	
2.7454644%

	
 


	
August 10,
 2017

	
 

	
1.8490553%

	
 


	
February 10,
 2018

	
 

	
2.0199590%

	
 


	
August 10,
 2018

	
 

	
1.7282756%

	
 


	
February 10,
 2019

	
 

	
1.8363071%

	
 


	
August 10,
 2019

	
 

	
0.9659124%

	
 


	
February 10,
 2020

	
 

	
1.7842792%

	
 


	
August 10,
 2020

	
 

	
1.9117485%

	
 


	
February 10,
 2021

	
 

	
3.4690958%

	
 


	
August 10,
 2021

	
 

	
1.5832553%

	
 


	
February 10,
 2022

	
 

	
3.6015983%

	
 


	
August 10,
 2022

	
 

	
30.3029792%

	
 





Sch. III - 33






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 737-832

N3758Y


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.0905682%

	
 


	
August 10,
 2008

	
 

	
0.8418048%

	
 


	
February 10,
 2009

	
 

	
1.9694244%

	
 


	
August 10,
 2009

	
 

	
1.9694244%

	
 


	
February 10,
 2010

	
 

	
1.9694244%

	
 


	
August 10,
 2010

	
 

	
1.9694244%

	
 


	
February 10,
 2011

	
 

	
4.9341496%

	
 


	
August 10,
 2011

	
 

	
4.9341496%

	
 


	
February 10,
 2012

	
 

	
3.2611976%

	
 


	
August 10,
 2012

	
 

	
3.2611976%

	
 


	
February 10,
 2013

	
 

	
1.7788351%

	
 


	
August 10,
 2013

	
 

	
1.7788351%

	
 


	
February 10,
 2014

	
 

	
1.7788351%

	
 


	
August 10,
 2014

	
 

	
1.7788351%

	
 


	
February 10,
 2015

	
 

	
1.7788351%

	
 


	
August 10,
 2015

	
 

	
1.7788351%

	
 


	
February 10,
 2016

	
 

	
1.7788351%

	
 


	
August 10,
 2016

	
 

	
1.7788351%

	
 


	
February 10,
 2017

	
 

	
3.4517871%

	
 


	
August 10,
 2017

	
 

	
3.4517871%

	
 


	
February 10,
 2018

	
 

	
3.2823743%

	
 


	
August 10,
 2018

	
 

	
3.2823743%

	
 


	
February 10,
 2019

	
 

	
3.1129614%

	
 


	
August 10,
 2019

	
 

	
3.1129614%

	
 


	
February 10,
 2020

	
 

	
3.7694362%

	
 


	
August 10,
 2020

	
 

	
3.7694362%

	
 


	
February 10,
 2021

	
 

	
3.4306105%

	
 


	
August 10,
 2021

	
 

	
3.4306105%

	
 


	
February 10,
 2022

	
 

	
3.4306105%

	
 


	
August 10,
 2022

	
 

	
20.0436046%

	
 





Sch. III - 34






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 737-832

N3758Y


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.4656864%

	
 


	
August 10,
 2008

	
 

	
0.9506564%

	
 


	
February 10,
 2009

	
 

	
2.7316686%

	
 


	
August 10,
 2009

	
 

	
2.7316686%

	
 


	
February 10,
 2010

	
 

	
2.6111537%

	
 


	
August 10,
 2010

	
 

	
2.6111537%

	
 


	
February 10,
 2011

	
 

	
3.8966448%

	
 


	
August 10,
 2011

	
 

	
3.8966448%

	
 


	
February 10,
 2012

	
 

	
2.3098668%

	
 


	
August 10,
 2012

	
 

	
2.3098668%

	
 


	
February 10,
 2013

	
 

	
3.4748430%

	
 


	
August 10,
 2013

	
 

	
3.4748430%

	
 


	
February 10,
 2014

	
 

	
3.4748430%

	
 


	
August 10,
 2014

	
 

	
64.0604605%

	
 





Sch. III - 35







SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-332ER

N174DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6761392%

	
 


	
August 10, 2008

	
 

	
4.0202266%

	
 


	
February 10,
 2009

	
 

	
2.6884129%

	
 


	
August 10,
 2009

	
 

	
3.0954626%

	
 


	
February 10,
 2010

	
 

	
3.1961474%

	
 


	
August 10,
 2010

	
 

	
3.4224809%

	
 


	
February 10,
 2011

	
 

	
2.6975593%

	
 


	
August 10,
 2011

	
 

	
3.2474572%

	
 


	
February 10,
 2012

	
 

	
2.2735399%

	
 


	
August 10,
 2012

	
 

	
2.2538264%

	
 


	
February 10,
 2013

	
 

	
2.0910831%

	
 


	
August 10,
 2013

	
 

	
1.8200141%

	
 


	
February 10,
 2014

	
 

	
2.1312853%

	
 


	
August 10,
 2014

	
 

	
3.5743983%

	
 


	
February 10,
 2015

	
 

	
2.2469590%

	
 


	
August 10,
 2015

	
 

	
3.3860060%

	
 


	
February 10,
 2016

	
 

	
2.4566940%

	
 


	
August 10,
 2016

	
 

	
3.4498086%

	
 


	
February 10,
 2017

	
 

	
2.2219972%

	
 


	
August 10,
 2017

	
 

	
2.4112875%

	
 


	
February 10,
 2018

	
 

	
1.5990385%

	
 


	
August 10,
 2018

	
 

	
2.8500594%

	
 


	
February 10,
 2019

	
 

	
1.4155898%

	
 


	
August 10,
 2019

	
 

	
3.4361057%

	
 


	
February 10,
 2020

	
 

	
1.2886577%

	
 


	
August 10,
 2020

	
 

	
4.2316622%

	
 


	
February 10,
 2021

	
 

	
2.3020440%

	
 


	
August 10,
 2021

	
 

	
4.3083535%

	
 


	
February 10,
 2022

	
 

	
2.1304883%

	
 


	
August 10,
 2022

	
 

	
21.0772152%

	
 





Sch. III - 36






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-332ER

N174DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.4696118%

	
 


	
August 10,
 2008

	
 

	
0.9552824%

	
 


	
February 10,
 2009

	
 

	
5.3989632%

	
 


	
August 10,
 2009

	
 

	
5.3989632%

	
 


	
February 10,
 2010

	
 

	
3.5913808%

	
 


	
August 10,
 2010

	
 

	
3.5913808%

	
 


	
February 10,
 2011

	
 

	
4.8994996%

	
 


	
August 10,
 2011

	
 

	
4.8994996%

	
 


	
February 10,
 2012

	
 

	
4.6140919%

	
 


	
August 10,
 2012

	
 

	
4.6140919%

	
 


	
February 10,
 2013

	
 

	
3.0205654%

	
 


	
August 10,
 2013

	
 

	
3.0205654%

	
 


	
February 10,
 2014

	
 

	
3.4011090%

	
 


	
August 10,
 2014

	
 

	
3.4011090%

	
 


	
February 10,
 2015

	
 

	
3.2108371%

	
 


	
August 10,
 2015

	
 

	
3.2108371%

	
 


	
February 10,
 2016

	
 

	
3.0205654%

	
 


	
August 10,
 2016

	
 

	
3.0205654%

	
 


	
February 10,
 2017

	
 

	
2.8302935%

	
 


	
August 10,
 2017

	
 

	
2.8302935%

	
 


	
February 10,
 2018

	
 

	
2.6400217%

	
 


	
August 10,
 2018

	
 

	
2.6400217%

	
 


	
February 10,
 2019

	
 

	
2.8540775%

	
 


	
August 10,
 2019

	
 

	
2.8540775%

	
 


	
February 10,
 2020

	
 

	
2.6162377%

	
 


	
August 10,
 2020

	
 

	
2.6162377%

	
 


	
February 10,
 2021

	
 

	
1.9027183%

	
 


	
August 10,
 2021

	
 

	
1.9027183%

	
 


	
February 10,
 2022

	
 

	
1.9027183%

	
 


	
August 10,
 2022

	
 

	
5.6716654%

	
 





Sch. III - 37






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-332ER

N174DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.2333706%

	
 


	
August 10,
 2008

	
 

	
1.4575312%

	
 


	
February 10,
 2009

	
 

	
5.9401330%

	
 


	
August 10,
 2009

	
 

	
5.9401330%

	
 


	
February 10,
 2010

	
 

	
5.5727020%

	
 


	
August 10,
 2010

	
 

	
5.5727020%

	
 


	
February 10,
 2011

	
 

	
3.3374973%

	
 


	
August 10,
 2011

	
 

	
3.3374973%

	
 


	
February 10,
 2012

	
 

	
4.9296980%

	
 


	
August 10,
 2012

	
 

	
4.9296980%

	
 


	
February 10,
 2013

	
 

	
4.5622670%

	
 


	
August 10,
 2013

	
 

	
4.5622670%

	
 


	
February 10,
 2014

	
 

	
4.5622670%

	
 


	
August 10,
 2014

	
 

	
43.0622365%

	
 





Sch. III - 38






SCHEDULE I to

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES A EQUIPMENT NOTES 

Boeing 767-332ER 

N175DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
  

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.6766963%

	
 


	
August 10,
  2008

	
 

	
3.8627888%

	
 


	
February 10,
  2009

	
 

	
2.6929332%

	
 


	
August 10,
  2009

	
 

	
2.9393501%

	
 


	
February 10,
  2010

	
 

	
3.2074126%

	
 


	
August 10,
  2010

	
 

	
3.2714464%

	
 


	
February 10,
  2011

	
 

	
2.7125055%

	
 


	
August 10,
  2011

	
 

	
3.0994744%

	
 


	
February 10,
  2012

	
 

	
2.2911711%

	
 


	
August 10,
  2012

	
 

	
2.0992211%

	
 


	
February 10,
  2013

	
 

	
2.1124085%

	
 


	
August 10,
  2013

	
 

	
1.6583176%

	
 


	
February 10,
  2014

	
 

	
2.1587964%

	
 


	
August 10,
  2014

	
 

	
2.2253396%

	
 


	
February 10,
  2015

	
 

	
2.3275149%

	
 


	
August 10,
  2015

	
 

	
3.1536201%

	
 


	
February 10,
  2016

	
 

	
2.5605200%

	
 


	
August 10,
  2016

	
 

	
3.2209239%

	
 


	
February 10,
  2017

	
 

	
2.3328011%

	
 


	
August 10,
  2017

	
 

	
2.1224506%

	
 


	
February 10,
  2018

	
 

	
1.6934312%

	
 


	
August 10,
  2018

	
 

	
2.5658085%

	
 


	
February 10,
  2019

	
 

	
1.5150913%

	
 


	
August 10,
  2019

	
 

	
1.8996549%

	
 


	
February 10,
  2020

	
 

	
1.4440730%

	
 


	
August 10,
  2020

	
 

	
3.7873187%

	
 


	
February 10,
  2021

	
 

	
2.6533813%

	
 


	
August 10,
  2021

	
 

	
3.8513240%

	
 


	
February 10,
  2022

	
 

	
2.5579613%

	
 


	
August 10,
  2022

	
 

	
25.3062639%

	
 





Sch. III - 39






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES 

Boeing 767-332ER 

N175DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
3.3325643%

	
 


	
August 10,
  2008

	
 

	
0.9257144%

	
 


	
February 10,
  2009

	
 

	
5.3222706%

	
 


	
August 10,
  2009

	
 

	
5.3222706%

	
 


	
February 10,
  2010

	
 

	
3.5177238%

	
 


	
August 10,
  2010

	
 

	
3.5177238%

	
 


	
February 10,
  2011

	
 

	
4.8425808%

	
 


	
August 10,
  2011

	
 

	
4.8425808%

	
 


	
February 10,
  2012

	
 

	
4.5684725%

	
 


	
August 10,
  2012

	
 

	
4.5684725%

	
 


	
February 10,
  2013

	
 

	
2.9695072%

	
 


	
August 10,
  2013

	
 

	
2.9695072%

	
 


	
February 10,
  2014

	
 

	
2.8324529%

	
 


	
August 10,
  2014

	
 

	
2.8324529%

	
 


	
February 10,
  2015

	
 

	
3.1750884%

	
 


	
August 10,
  2015

	
 

	
3.1750884%

	
 


	
February 10,
  2016

	
 

	
2.9923495%

	
 


	
August 10,
  2016

	
 

	
2.9923495%

	
 


	
February 10,
  2017

	
 

	
2.8096106%

	
 


	
August 10,
  2017

	
 

	
2.8096106%

	
 


	
February 10,
  2018

	
 

	
2.6268718%

	
 


	
August 10,
  2018

	
 

	
2.6268718%

	
 


	
February 10,
  2019

	
 

	
2.4441328%

	
 


	
August 10,
  2019

	
 

	
2.4441328%

	
 


	
February 10,
  2020

	
 

	
2.6268718%

	
 


	
August 10,
  2020

	
 

	
2.6268718%

	
 


	
February 10,
  2021

	
 

	
1.8273890%

	
 


	
August 10,
  2021

	
 

	
1.8273890%

	
 


	
February 10,
  2022

	
 

	
1.8273890%

	
 


	
August 10,
  2022

	
 

	
8.8036888%

	
 





Sch. III - 40






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES 

Boeing 767-332ER 

N175DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.1462604%

	
 


	
August 10,
  2008

	
 

	
1.3689038%

	
 


	
February 10,
  2009

	
 

	
5.8844364%

	
 


	
August 10,
  2009

	
 

	
5.8844364%

	
 


	
February 10,
  2010

	
 

	
5.5313703%

	
 


	
August 10,
  2010

	
 

	
5.5313703%

	
 


	
February 10,
  2011

	
 

	
3.2952844%

	
 


	
August 10,
  2011

	
 

	
3.2952844%

	
 


	
February 10,
  2012

	
 

	
4.9135043%

	
 


	
August 10,
  2012

	
 

	
4.9135043%

	
 


	
February 10,
  2013

	
 

	
4.5604382%

	
 


	
August 10,
  2013

	
 

	
4.5604382%

	
 


	
February 10,
  2014

	
 

	
4.5604382%

	
 


	
August 10,
  2014

	
 

	
43.5543301%

	
 





Sch. III - 41







SCHEDULE I
to

Indenture and Security Agreement 

(Cont’d


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-332ER

N176DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6766963%

	
 


	
August 10,
 2008

	
 

	
3.8627888%

	
 


	
February 10,
 2009

	
 

	
2.6929332%

	
 


	
August 10,
 2009

	
 

	
2.9393501%

	
 


	
February 10,
 2010

	
 

	
3.2074126%

	
 


	
August 10,
 2010

	
 

	
3.2714464%

	
 


	
February 10,
 2011

	
 

	
2.7125055%

	
 


	
August 10,
 2011

	
 

	
3.0994744%

	
 


	
February 10,
 2012

	
 

	
2.2911711%

	
 


	
August 10,
 2012

	
 

	
2.0992211%

	
 


	
February 10,
 2013

	
 

	
2.1124085%

	
 


	
August 10,
 2013

	
 

	
1.6583176%

	
 


	
February 10,
 2014

	
 

	
2.1587964%

	
 


	
August 10,
 2014

	
 

	
2.2253396%

	
 


	
February 10,
 2015

	
 

	
2.3275149%

	
 


	
August 10,
 2015

	
 

	
3.1536201%

	
 


	
February 10,
 2016

	
 

	
2.5605200%

	
 


	
August 10,
 2016

	
 

	
3.2209239%

	
 


	
February 10,
 2017

	
 

	
2.3328011%

	
 


	
August 10,
 2017

	
 

	
2.1224506%

	
 


	
February 10,
 2018

	
 

	
1.6934312%

	
 


	
August 10,
 2018

	
 

	
2.5658085%

	
 


	
February 10,
 2019

	
 

	
1.5150913%

	
 


	
August 10,
 2019

	
 

	
1.8996549%

	
 


	
February 10,
 2020

	
 

	
1.4440730%

	
 


	
August 10,
 2020

	
 

	
3.7873187%

	
 


	
February 10,
 2021

	
 

	
2.6533813%

	
 


	
August 10,
 2021

	
 

	
3.8513240%

	
 


	
February 10,
 2022

	
 

	
2.5579613%

	
 


	
August 10,
 2022

	
 

	
25.3062639%

	
 





Sch.
III - 42






SCHEDULE
I to

Indenture and Security Agreement 

(Cont’d


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-332ER

N176DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3325643%

	
 


	
August 10,
 2008

	
 

	
0.9257144%

	
 


	
February 10,
 2009

	
 

	
5.3222706%

	
 


	
August 10,
 2009

	
 

	
5.3222706%

	
 


	
February 10,
 2010

	
 

	
3.5177238%

	
 


	
August 10, 2010

	
 

	
3.5177238%

	
 


	
February 10,
 2011

	
 

	
4.8425808%

	
 


	
August 10,
 2011

	
 

	
4.8425808%

	
 


	
February 10,
 2012

	
 

	
4.5684725%

	
 


	
August 10,
 2012

	
 

	
4.5684725%

	
 


	
February 10,
 2013

	
 

	
2.9695072%

	
 


	
August 10,
 2013

	
 

	
2.9695072%

	
 


	
February 10,
 2014

	
 

	
2.8324529%

	
 


	
August 10,
 2014

	
 

	
2.8324529%

	
 


	
February 10,
 2015

	
 

	
3.1750884%

	
 


	
August 10,
 2015

	
 

	
3.1750884%

	
 


	
February 10,
 2016

	
 

	
2.9923495%

	
 


	
August 10,
 2016

	
 

	
2.9923495%

	
 


	
February 10,
 2017

	
 

	
2.8096106%

	
 


	
August 10,
 2017

	
 

	
2.8096106%

	
 


	
February 10,
 2018

	
 

	
2.6268718%

	
 


	
August 10,
 2018

	
 

	
2.6268718%

	
 


	
February 10,
 2019

	
 

	
2.4441328%

	
 


	
August 10,
 2019

	
 

	
2.4441328%

	
 


	
February 10,
 2020

	
 

	
2.6268718%

	
 


	
August 10,
 2020

	
 

	
2.6268718%

	
 


	
February 10,
 2021

	
 

	
1.8273890%

	
 


	
August 10,
 2021

	
 

	
1.8273890%

	
 


	
February 10,
 2022

	
 

	
1.8273890%

	
 


	
August 10,
 2022

	
 

	
8.8036888%

	
 





Sch. III
- 43






SCHEDULE
I to

Indenture and Security Agreement 

(Cont’d


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-332ER

N176DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1462604%

	
 


	
August 10,
 2008

	
 

	
1.3689038%

	
 


	
February 10,
 2009

	
 

	
5.8844364%

	
 


	
August 10,
 2009

	
 

	
5.8844364%

	
 


	
February 10,
 2010

	
 

	
5.5313703%

	
 


	
August 10,
 2010

	
 

	
5.5313703%

	
 


	
February 10,
 2011

	
 

	
3.2952844%

	
 


	
August 10,
 2011

	
 

	
3.2952844%

	
 


	
February 10,
 2012

	
 

	
4.9135043%

	
 


	
August 10,
 2012

	
 

	
4.9135043%

	
 


	
February 10,
 2013

	
 

	
4.5604382%

	
 


	
August 10,
 2013

	
 

	
4.5604382%

	
 


	
February 10,
 2014

	
 

	
4.5604382%

	
 


	
August 10,
 2014

	
 

	
43.5543301%

	
 





Sch.
III - 44







SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-332ER

N177DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.6766963%

	
 


	
August 10, 2008

	
 

	
3.8627888%

	
 


	
February 10, 2009

	
 

	
2.6929332%

	
 


	
August 10, 2009

	
 

	
2.9393501%

	
 


	
February 10, 2010

	
 

	
3.2074126%

	
 


	
August 10, 2010

	
 

	
3.2714464%

	
 


	
February 10, 2011

	
 

	
2.7125055%

	
 


	
August 10, 2011

	
 

	
3.0994744%

	
 


	
February 10, 2012

	
 

	
2.2911711%

	
 


	
August 10, 2012

	
 

	
2.0992211%

	
 


	
February 10, 2013

	
 

	
2.1124085%

	
 


	
August 10, 2013

	
 

	
1.6583176%

	
 


	
February 10, 2014

	
 

	
2.1587964%

	
 


	
August 10, 2014

	
 

	
2.2253396%

	
 


	
February 10, 2015

	
 

	
2.3275149%

	
 


	
August 10, 2015

	
 

	
3.1536201%

	
 


	
February 10, 2016

	
 

	
2.5605200%

	
 


	
August 10, 2016

	
 

	
3.2209239%

	
 


	
February 10, 2017

	
 

	
2.3328011%

	
 


	
August 10, 2017

	
 

	
2.1224506%

	
 


	
February 10, 2018

	
 

	
1.6934312%

	
 


	
August 10, 2018

	
 

	
2.5658085%

	
 


	
February 10, 2019

	
 

	
1.5150913%

	
 


	
August 10, 2019

	
 

	
1.8996549%

	
 


	
February 10, 2020

	
 

	
1.4440730%

	
 


	
August 10, 2020

	
 

	
3.7873187%

	
 


	
February 10, 2021

	
 

	
2.6533813%

	
 


	
August 10, 2021

	
 

	
3.8513240%

	
 


	
February 10, 2022

	
 

	
2.5579613%

	
 


	
August 10, 2022

	
 

	
25.3062639%

	
 





Sch. III - 45






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-332ER

N177DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
3.3325643%

	
 


	
August 10, 2008

	
 

	
0.9257144%

	
 


	
February 10, 2009

	
 

	
5.3222706%

	
 


	
August 10, 2009

	
 

	
5.3222706%

	
 


	
February 10, 2010

	
 

	
3.5177238%

	
 


	
August 10, 2010

	
 

	
3.5177238%

	
 


	
February 10, 2011

	
 

	
4.8425808%

	
 


	
August 10, 2011

	
 

	
4.8425808%

	
 


	
February 10, 2012

	
 

	
4.5684725%

	
 


	
August 10, 2012

	
 

	
4.5684725%

	
 


	
February 10, 2013

	
 

	
2.9695072%

	
 


	
August 10, 2013

	
 

	
2.9695072%

	
 


	
February 10, 2014

	
 

	
2.8324529%

	
 


	
August 10, 2014

	
 

	
2.8324529%

	
 


	
February 10, 2015

	
 

	
3.1750884%

	
 


	
August 10, 2015

	
 

	
3.1750884%

	
 


	
February 10, 2016

	
 

	
2.9923495%

	
 


	
August 10, 2016

	
 

	
2.9923495%

	
 


	
February 10, 2017

	
 

	
2.8096106%

	
 


	
August 10, 2017

	
 

	
2.8096106%

	
 


	
February 10, 2018

	
 

	
2.6268718%

	
 


	
August 10, 2018

	
 

	
2.6268718%

	
 


	
February 10, 2019

	
 

	
2.4441328%

	
 


	
August 10, 2019

	
 

	
2.4441328%

	
 


	
February 10, 2020

	
 

	
2.6268718%

	
 


	
August 10, 2020

	
 

	
2.6268718%

	
 


	
February 10, 2021

	
 

	
1.8273890%

	
 


	
August 10, 2021

	
 

	
1.8273890%

	
 


	
February 10, 2022

	
 

	
1.8273890%

	
 


	
August 10, 2022

	
 

	
8.8036888%

	
 





Sch. III - 46






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-332ER

N177DZ


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.1462604%

	
 


	
August 10, 2008

	
 

	
1.3689038%

	
 


	
February 10, 2009

	
 

	
5.8844364%

	
 


	
August 10, 2009

	
 

	
5.8844364%

	
 


	
February 10, 2010

	
 

	
5.5313703%

	
 


	
August 10, 2010

	
 

	
5.5313703%

	
 


	
February 10, 2011

	
 

	
3.2952844%

	
 


	
August 10, 2011

	
 

	
3.2952844%

	
 


	
February 10, 2012

	
 

	
4.9135043%

	
 


	
August 10, 2012

	
 

	
4.9135043%

	
 


	
February 10, 2013

	
 

	
4.5604382%

	
 


	
August 10, 2013

	
 

	
4.5604382%

	
 


	
February 10, 2014

	
 

	
4.5604382%

	
 


	
August 10, 2014

	
 

	
43.5543301%

	
 





Sch. III - 47







SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N825MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6762863%

	
 


	
August 10,
 2008

	
 

	
3.7195126%

	
 


	
February 10,
 2009

	
 

	
2.6970733%

	
 


	
August 10,
 2009

	
 

	
3.7024300%

	
 


	
February 10,
 2010

	
 

	
3.2177781%

	
 


	
August 10,
 2010

	
 

	
3.0945537%

	
 


	
February 10,
 2011

	
 

	
2.7262790%

	
 


	
August 10,
 2011

	
 

	
2.9254039%

	
 


	
February 10,
 2012

	
 

	
2.3074313%

	
 


	
August 10,
 2012

	
 

	
2.7145482%

	
 


	
February 10,
 2013

	
 

	
2.1320849%

	
 


	
August 10,
 2013

	
 

	
1.4343058%

	
 


	
February 10,
 2014

	
 

	
2.1841877%

	
 


	
August 10,
 2014

	
 

	
2.0059673%

	
 


	
February 10,
 2015

	
 

	
2.3612078%

	
 


	
August 10,
 2015

	
 

	
1.8031866%

	
 


	
February 10,
 2016

	
 

	
2.6564224%

	
 


	
August 10,
 2016

	
 

	
2.9099481%

	
 


	
February 10,
 2017

	
 

	
2.4351542%

	
 


	
August 10,
 2017

	
 

	
1.7560928%

	
 


	
February 10,
 2018

	
 

	
1.7806288%

	
 


	
August 10,
 2018

	
 

	
2.2036822%

	
 


	
February 10,
 2019

	
 

	
1.6070118%

	
 


	
August 10,
 2019

	
 

	
1.4689269%

	
 


	
February 10,
 2020

	
 

	
1.5479686%

	
 


	
August 10,
 2020

	
 

	
2.6635327%

	
 


	
February 10,
 2021

	
 

	
2.9779876%

	
 


	
August 10,
 2021

	
 

	
3.2425212%

	
 


	
February 10,
 2022

	
 

	
2.9529197%

	
 


	
August 10,
 2022

	
 

	
28.0949665%

	
 





Sch. III - 48






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N825MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7967751%

	
 


	
August 10,
 2008

	
 

	
1.2916936%

	
 


	
February 10,
 2009

	
 

	
3.6484583%

	
 


	
August 10,
 2009

	
 

	
3.6484583%

	
 


	
February 10,
 2010

	
 

	
3.5165862%

	
 


	
August 10, 2010

	
 

	
3.5165862%

	
 


	
February 10,
 2011

	
 

	
4.8572848%

	
 


	
August 10,
 2011

	
 

	
4.8572848%

	
 


	
February 10,
 2012

	
 

	
3.1869062%

	
 


	
August 10,
 2012

	
 

	
3.1869062%

	
 


	
February 10,
 2013

	
 

	
3.0550343%

	
 


	
August 10,
 2013

	
 

	
3.0550343%

	
 


	
February 10,
 2014

	
 

	
2.9231623%

	
 


	
August 10,
 2014

	
 

	
2.9231623%

	
 


	
February 10,
 2015

	
 

	
2.7912903%

	
 


	
August 10,
 2015

	
 

	
2.7912903%

	
 


	
February 10,
 2016

	
 

	
3.1429489%

	
 


	
August 10,
 2016

	
 

	
3.1429489%

	
 


	
February 10,
 2017

	
 

	
4.0001169%

	
 


	
August 10,
 2017

	
 

	
4.0001169%

	
 


	
February 10,
 2018

	
 

	
2.7033757%

	
 


	
August 10,
 2018

	
 

	
2.7033757%

	
 


	
February 10,
 2019

	
 

	
2.5275464%

	
 


	
August 10,
 2019

	
 

	
2.5275464%

	
 


	
February 10,
 2020

	
 

	
1.5824638%

	
 


	
August 10,
 2020

	
 

	
1.5824638%

	
 


	
February 10,
 2021

	
 

	
1.9780797%

	
 


	
August 10,
 2021

	
 

	
1.9780797%

	
 


	
February 10,
 2022

	
 

	
1.9780797%

	
 


	
August 10,
 2022

	
 

	
14.1069441%

	
 





Sch. III - 49






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N825MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.8005204%

	
 


	
August 10,
 2008

	
 

	
1.5888440%

	
 


	
February 10,
 2009

	
 

	
5.8296032%

	
 


	
August 10,
 2009

	
 

	
5.8296032%

	
 


	
February 10,
 2010

	
 

	
5.4900146%

	
 


	
August 10,
 2010

	
 

	
5.4900146%

	
 


	
February 10,
 2011

	
 

	
3.2543902%

	
 


	
August 10,
 2011

	
 

	
3.2543902%

	
 


	
February 10,
 2012

	
 

	
4.8957347%

	
 


	
August 10,
 2012

	
 

	
4.8957347%

	
 


	
February 10,
 2013

	
 

	
4.5561462%

	
 


	
August 10,
 2013

	
 

	
4.5561462%

	
 


	
February 10,
 2014

	
 

	
4.5561462%

	
 


	
August 10,
 2014

	
 

	
44.0027117%

	
 





Sch. III - 50







SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N826MH


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6762863%

	
 


	
August 10,
 2008

	
 

	
3.7195126%

	
 


	
February 10,
 2009

	
 

	
2.6970733%

	
 


	
August 10,
 2009

	
 

	
3.7024300%

	
 


	
February 10,
 2010

	
 

	
3.2177781%

	
 


	
August 10,
 2010

	
 

	
3.0945537%

	
 


	
February 10,
 2011

	
 

	
2.7262790%

	
 


	
August 10,
 2011

	
 

	
2.9254039%

	
 


	
February 10,
 2012

	
 

	
2.3074313%

	
 


	
August 10,
 2012

	
 

	
2.7145482%

	
 


	
February 10,
 2013

	
 

	
2.1320849%

	
 


	
August 10,
 2013

	
 

	
1.4343058%

	
 


	
February 10,
 2014

	
 

	
2.1841877%

	
 


	
August 10,
 2014

	
 

	
2.0059673%

	
 


	
February 10,
 2015

	
 

	
2.3612078%

	
 


	
August 10,
 2015

	
 

	
1.8031866%

	
 


	
February 10,
 2016

	
 

	
2.6564224%

	
 


	
August 10,
 2016

	
 

	
2.9099481%

	
 


	
February 10,
 2017

	
 

	
2.4351542%

	
 


	
August 10,
 2017

	
 

	
1.7560928%

	
 


	
February 10,
 2018

	
 

	
1.7806288%

	
 


	
August 10,
 2018

	
 

	
2.2036822%

	
 


	
February 10,
 2019

	
 

	
1.6070118%

	
 


	
August 10,
 2019

	
 

	
1.4689269%

	
 


	
February 10,
 2020

	
 

	
1.5479686%

	
 


	
August 10,
 2020

	
 

	
2.6635327%

	
 


	
February 10,
 2021

	
 

	
2.9779876%

	
 


	
August 10,
 2021

	
 

	
3.2425212%

	
 


	
February 10,
 2022

	
 

	
2.9529197%

	
 


	
August 10,
 2022

	
 

	
28.0949665%

	
 





Sch. III - 51






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N826MH


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7967751%

	
 


	
August 10,
 2008

	
 

	
1.2916936%

	
 


	
February 10,
 2009

	
 

	
3.6484583%

	
 


	
August 10,
 2009

	
 

	
3.6484583%

	
 


	
February 10,
 2010

	
 

	
3.5165862%

	
 


	
August 10, 2010

	
 

	
3.5165862%

	
 


	
February 10,
 2011

	
 

	
4.8572848%

	
 


	
August 10,
 2011

	
 

	
4.8572848%

	
 


	
February 10,
 2012

	
 

	
3.1869062%

	
 


	
August 10,
 2012

	
 

	
3.1869062%

	
 


	
February 10,
 2013

	
 

	
3.0550343%

	
 


	
August 10,
 2013

	
 

	
3.0550343%

	
 


	
February 10,
 2014

	
 

	
2.9231623%

	
 


	
August 10,
 2014

	
 

	
2.9231623%

	
 


	
February 10,
 2015

	
 

	
2.7912903%

	
 


	
August 10,
 2015

	
 

	
2.7912903%

	
 


	
February 10,
 2016

	
 

	
3.1429489%

	
 


	
August 10,
 2016

	
 

	
3.1429489%

	
 


	
February 10,
 2017

	
 

	
4.0001169%

	
 


	
August 10,
 2017

	
 

	
4.0001169%

	
 


	
February 10,
 2018

	
 

	
2.7033757%

	
 


	
August 10,
 2018

	
 

	
2.7033757%

	
 


	
February 10,
 2019

	
 

	
2.5275464%

	
 


	
August 10,
 2019

	
 

	
2.5275464%

	
 


	
February 10,
 2020

	
 

	
1.5824638%

	
 


	
August 10,
 2020

	
 

	
1.5824638%

	
 


	
February 10,
 2021

	
 

	
1.9780797%

	
 


	
August 10,
 2021

	
 

	
1.9780797%

	
 


	
February 10,
 2022

	
 

	
1.9780797%

	
 


	
August 10,
 2022

	
 

	
14.1069441%

	
 





Sch. III - 52






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N826MH


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.8005204%

	
 


	
August 10,
 2008

	
 

	
1.5888440%

	
 


	
February 10,
 2009

	
 

	
5.8296032%

	
 


	
August 10,
 2009

	
 

	
5.8296032%

	
 


	
February 10,
 2010

	
 

	
5.4900146%

	
 


	
August 10,
 2010

	
 

	
5.4900146%

	
 


	
February 10,
 2011

	
 

	
3.2543902%

	
 


	
August 10,
 2011

	
 

	
3.2543902%

	
 


	
February 10,
 2012

	
 

	
4.8957347%

	
 


	
August 10,
 2012

	
 

	
4.8957347%

	
 


	
February 10,
 2013

	
 

	
4.5561462%

	
 


	
August 10,
 2013

	
 

	
4.5561462%

	
 


	
February 10,
 2014

	
 

	
4.5561462%

	
 


	
August 10,
 2014

	
 

	
44.0027117%

	
 





Sch. III - 53







SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES A EQUIPMENT NOTES 

Boeing 767-432ER 

N827MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6740380%

	
 


	
August 10,
 2008

	
 

	
3.6263171%

	
 


	
February 10,
 2009

	
 

	
2.6998234%

	
 


	
August 10,
 2009

	
 

	
3.6147693%

	
 


	
February 10,
 2010

	
 

	
3.2244330%

	
 


	
August 10,
 2010

	
 

	
3.0088664%

	
 


	
February 10,
 2011

	
 

	
2.7350210%

	
 


	
August 10,
 2011

	
 

	
2.8414603%

	
 


	
February 10,
 2012

	
 

	
2.3176922%

	
 


	
August 10,
 2012

	
 

	
2.6313594%

	
 


	
February 10,
 2013

	
 

	
2.1444585%

	
 


	
August 10,
 2013

	
 

	
1.3433139%

	
 


	
February 10,
 2014

	
 

	
2.2001183%

	
 


	
August 10,
 2014

	
 

	
1.9178975%

	
 


	
February 10,
 2015

	
 

	
2.3823117%

	
 


	
August 10,
 2015

	
 

	
1.7129930%

	
 


	
February 10,
 2016

	
 

	
2.6850091%

	
 


	
August 10,
 2016

	
 

	
2.1271548%

	
 


	
February 10,
 2017

	
 

	
2.4989556%

	
 


	
August 10,
 2017

	
 

	
1.5926799%

	
 


	
February 10,
 2018

	
 

	
1.8349639%

	
 


	
August 10,
 2018

	
 

	
2.0429296%

	
 


	
February 10,
 2019

	
 

	
1.6642723%

	
 


	
August 10,
 2019

	
 

	
1.2654701%

	
 


	
February 10,
 2020

	
 

	
1.6126713%

	
 


	
August 10,
 2020

	
 

	
2.4925070%

	
 


	
February 10,
 2021

	
 

	
3.1250251%

	
 


	
August 10,
 2021

	
 

	
2.3514415%

	
 


	
February 10,
 2022

	
 

	
3.1986955%

	
 


	
August 10,
 2022

	
 

	
30.4333513%

	
 





Sch. III - 54






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES B EQUIPMENT NOTES 

Boeing 767-432ER 

N827MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7149424%

	
 


	
August 10,
 2008

	
 

	
1.2779051%

	
 


	
February 10,
 2009

	
 

	
3.6009508%

	
 


	
August 10,
 2009

	
 

	
3.6009508%

	
 


	
February 10,
 2010

	
 

	
3.4723360%

	
 


	
August 10,
 2010

	
 

	
3.4723360%

	
 


	
February 10,
 2011

	
 

	
4.8225284%

	
 


	
August 10,
 2011

	
 

	
4.8225284%

	
 


	
February 10,
 2012

	
 

	
3.1507991%

	
 


	
August 10,
 2012

	
 

	
3.1507991%

	
 


	
February 10,
 2013

	
 

	
3.0221844%

	
 


	
August 10,
 2013

	
 

	
3.0221844%

	
 


	
February 10,
 2014

	
 

	
2.8935695%

	
 


	
August 10,
 2014

	
 

	
2.8935695%

	
 


	
February 10,
 2015

	
 

	
2.7649548%

	
 


	
August 10,
 2015

	
 

	
2.7649548%

	
 


	
February 10,
 2016

	
 

	
2.7954610%

	
 


	
August 10,
 2016

	
 

	
2.7954610%

	
 


	
February 10,
 2017

	
 

	
4.0149386%

	
 


	
August 10,
 2017

	
 

	
4.0149386%

	
 


	
February 10,
 2018

	
 

	
2.6934147%

	
 


	
August 10,
 2018

	
 

	
2.6934147%

	
 


	
February 10,
 2019

	
 

	
2.5219283%

	
 


	
August 10,
 2019

	
 

	
2.5219283%

	
 


	
February 10,
 2020

	
 

	
1.5433772%

	
 


	
August 10,
 2020

	
 

	
1.5433772%

	
 


	
February 10,
 2021

	
 

	
1.6735671%

	
 


	
August 10,
 2021

	
 

	
1.6735671%

	
 


	
February 10,
 2022

	
 

	
1.6735671%

	
 


	
August 10,
 2022

	
 

	
16.3935656%

	
 





Sch. III - 55






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES C EQUIPMENT NOTES 

Boeing 767-432ER 

N827MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.7480923%

	
 


	
August 10,
 2008

	
 

	
1.5621551%

	
 


	
February 10,
 2009

	
 

	
5.7961810%

	
 


	
August 10,
 2009

	
 

	
5.7961810%

	
 


	
February 10,
 2010

	
 

	
5.4649321%

	
 


	
August 10,
 2010

	
 

	
5.4649321%

	
 


	
February 10,
 2011

	
 

	
3.2293396%

	
 


	
August 10,
 2011

	
 

	
3.2293396%

	
 


	
February 10,
 2012

	
 

	
4.8852464%

	
 


	
August 10,
 2012

	
 

	
4.8852464%

	
 


	
February 10,
 2013

	
 

	
4.5539973%

	
 


	
August 10,
 2013

	
 

	
4.5539973%

	
 


	
February 10,
 2014

	
 

	
4.5539973%

	
 


	
August 10,
 2014

	
 

	
44.2763628%

	
 





Sch. III - 56






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES 

Boeing 767-432ER 

N834MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6762863%

	
 


	
August 10,
 2008

	
 

	
3.7195126%

	
 


	
February 10,
 2009

	
 

	
2.6970733%

	
 


	
August 10,
 2009

	
 

	
3.7024300%

	
 


	
February 10,
 2010

	
 

	
3.2177781%

	
 


	
August 10,
 2010

	
 

	
3.0945537%

	
 


	
February 10,
 2011

	
 

	
2.7262790%

	
 


	
August 10,
 2011

	
 

	
2.9254039%

	
 


	
February 10,
 2012

	
 

	
2.3074313%

	
 


	
August 10,
 2012

	
 

	
2.7145482%

	
 


	
February 10,
 2013

	
 

	
2.1320849%

	
 


	
August 10,
 2013

	
 

	
1.4343058%

	
 


	
February 10,
 2014

	
 

	
2.1841877%

	
 


	
August 10,
 2014

	
 

	
2.0059673%

	
 


	
February 10,
 2015

	
 

	
2.3612078%

	
 


	
August 10,
 2015

	
 

	
1.8031866%

	
 


	
February 10,
 2016

	
 

	
2.6564224%

	
 


	
August 10,
 2016

	
 

	
2.9099481%

	
 


	
February 10,
 2017

	
 

	
2.4351542%

	
 


	
August 10,
 2017

	
 

	
1.7560928%

	
 


	
February 10,
 2018

	
 

	
1.7806288%

	
 


	
August 10,
 2018

	
 

	
2.2036822%

	
 


	
February 10,
 2019

	
 

	
1.6070118%

	
 


	
August 10,
 2019

	
 

	
1.4689269%

	
 


	
February 10,
 2020

	
 

	
1.5479686%

	
 


	
August 10,
 2020

	
 

	
2.6635327%

	
 


	
February 10,
 2021

	
 

	
2.9779876%

	
 


	
August 10,
 2021

	
 

	
3.2425212%

	
 


	
February 10,
 2022

	
 

	
2.9529197%

	
 


	
August 10,
 2022

	
 

	
28.0949665%

	
 





Sch. III - 57






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES B EQUIPMENT NOTES 

Boeing 767-432ER 

N834MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7967751%

	
 


	
August 10,
 2008

	
 

	
1.2916936%

	
 


	
February 10,
 2009

	
 

	
3.6484583%

	
 


	
August 10,
 2009

	
 

	
3.6484583%

	
 


	
February 10,
 2010

	
 

	
3.5165862%

	
 


	
August 10,
 2010

	
 

	
3.5165862%

	
 


	
February 10,
 2011

	
 

	
4.8572848%

	
 


	
August 10,
 2011

	
 

	
4.8572848%

	
 


	
February 10,
 2012

	
 

	
3.1869062%

	
 


	
August 10,
 2012

	
 

	
3.1869062%

	
 


	
February 10,
 2013

	
 

	
3.0550343%

	
 


	
August 10,
 2013

	
 

	
3.0550343%

	
 


	
February 10,
 2014

	
 

	
2.9231623%

	
 


	
August 10,
 2014

	
 

	
2.9231623%

	
 


	
February 10,
 2015

	
 

	
2.7912903%

	
 


	
August 10,
 2015

	
 

	
2.7912903%

	
 


	
February 10,
 2016

	
 

	
3.1429489%

	
 


	
August 10,
 2016

	
 

	
3.1429489%

	
 


	
February 10,
 2017

	
 

	
4.0001169%

	
 


	
August 10,
 2017

	
 

	
4.0001169%

	
 


	
February 10,
 2018

	
 

	
2.7033757%

	
 


	
August 10,
 2018

	
 

	
2.7033757%

	
 


	
February 10,
 2019

	
 

	
2.5275464%

	
 


	
August 10,
 2019

	
 

	
2.5275464%

	
 


	
February 10,
 2020

	
 

	
1.5824638%

	
 


	
August 10,
 2020

	
 

	
1.5824638%

	
 


	
February 10,
 2021

	
 

	
1.9780797%

	
 


	
August 10,
 2021

	
 

	
1.9780797%

	
 


	
February 10,
 2022

	
 

	
1.9780797%

	
 


	
August 10,
 2022

	
 

	
14.1069441%

	
 





Sch. III - 58






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES C EQUIPMENT NOTES 

Boeing 767-432ER 

N834MH


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.8005204%

	
 


	
August 10,
 2008

	
 

	
1.5888440%

	
 


	
February 10,
 2009

	
 

	
5.8296032%

	
 


	
August 10,
 2009

	
 

	
5.8296032%

	
 


	
February 10,
 2010

	
 

	
5.4900146%

	
 


	
August 10,
 2010

	
 

	
5.4900146%

	
 


	
February 10,
 2011

	
 

	
3.2543902%

	
 


	
August 10,
 2011

	
 

	
3.2543902%

	
 


	
February 10,
 2012

	
 

	
4.8957347%

	
 


	
August 10,
 2012

	
 

	
4.8957347%

	
 


	
February 10,
 2013

	
 

	
4.5561462%

	
 


	
August 10,
 2013

	
 

	
4.5561462%

	
 


	
February 10,
 2014

	
 

	
4.5561462%

	
 


	
August 10,
 2014

	
 

	
44.0027117%

	
 





Sch. III - 59







SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N835MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.6762863%

	
 


	
August 10, 2008

	
 

	
3.7195126%

	
 


	
February 10, 2009

	
 

	
2.6970733%

	
 


	
August 10, 2009

	
 

	
3.7024300%

	
 


	
February 10, 2010

	
 

	
3.2177781%

	
 


	
August 10, 2010

	
 

	
3.0945537%

	
 


	
February 10, 2011

	
 

	
2.7262790%

	
 


	
August 10, 2011

	
 

	
2.9254039%

	
 


	
February 10, 2012

	
 

	
2.3074313%

	
 


	
August 10, 2012

	
 

	
2.7145482%

	
 


	
February 10, 2013

	
 

	
2.1320849%

	
 


	
August 10, 2013

	
 

	
1.4343058%

	
 


	
February 10, 2014

	
 

	
2.1841877%

	
 


	
August 10, 2014

	
 

	
2.0059673%

	
 


	
February 10, 2015

	
 

	
2.3612078%

	
 


	
August 10, 2015

	
 

	
1.8031866%

	
 


	
February 10, 2016

	
 

	
2.6564224%

	
 


	
August 10, 2016

	
 

	
2.9099481%

	
 


	
February 10, 2017

	
 

	
2.4351542%

	
 


	
August 10, 2017

	
 

	
1.7560928%

	
 


	
February 10, 2018

	
 

	
1.7806288%

	
 


	
August 10, 2018

	
 

	
2.2036822%

	
 


	
February 10, 2019

	
 

	
1.6070118%

	
 


	
August 10, 2019

	
 

	
1.4689269%

	
 


	
February 10, 2020

	
 

	
1.5479686%

	
 


	
August 10, 2020

	
 

	
2.6635327%

	
 


	
February 10, 2021

	
 

	
2.9779876%

	
 


	
August 10, 2021

	
 

	
3.2425212%

	
 


	
February 10, 2022

	
 

	
2.9529197%

	
 


	
August 10, 2022

	
 

	
28.0949665%

	
 





Sch. III - 60






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N835MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.7967751%

	
 


	
August 10, 2008

	
 

	
1.2916936%

	
 


	
February 10, 2009

	
 

	
3.6484583%

	
 


	
August 10, 2009

	
 

	
3.6484583%

	
 


	
February 10, 2010

	
 

	
3.5165862%

	
 


	
August 10, 2010

	
 

	
3.5165862%

	
 


	
February 10, 2011

	
 

	
4.8572848%

	
 


	
August 10, 2011

	
 

	
4.8572848%

	
 


	
February 10, 2012

	
 

	
3.1869062%

	
 


	
August 10, 2012

	
 

	
3.1869062%

	
 


	
February 10, 2013

	
 

	
3.0550343%

	
 


	
August 10, 2013

	
 

	
3.0550343%

	
 


	
February 10, 2014

	
 

	
2.9231623%

	
 


	
August 10, 2014

	
 

	
2.9231623%

	
 


	
February 10, 2015

	
 

	
2.7912903%

	
 


	
August 10, 2015

	
 

	
2.7912903%

	
 


	
February 10, 2016

	
 

	
3.1429489%

	
 


	
August 10, 2016

	
 

	
3.1429489%

	
 


	
February 10, 2017

	
 

	
4.0001169%

	
 


	
August 10, 2017

	
 

	
4.0001169%

	
 


	
February 10, 2018

	
 

	
2.7033757%

	
 


	
August 10, 2018

	
 

	
2.7033757%

	
 


	
February 10, 2019

	
 

	
2.5275464%

	
 


	
August 10, 2019

	
 

	
2.5275464%

	
 


	
February 10, 2020

	
 

	
1.5824638%

	
 


	
August 10, 2020

	
 

	
1.5824638%

	
 


	
February 10, 2021

	
 

	
1.9780797%

	
 


	
August 10, 2021

	
 

	
1.9780797%

	
 


	
February 10, 2022

	
 

	
1.9780797%

	
 


	
August 10, 2022

	
 

	
14.1069441%

	
 





Sch. III - 61






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N835MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
1.8005204%

	
 


	
August 10, 2008

	
 

	
1.5888440%

	
 


	
February 10, 2009

	
 

	
5.8296032%

	
 


	
August 10, 2009

	
 

	
5.8296032%

	
 


	
February 10, 2010

	
 

	
5.4900146%

	
 


	
August 10, 2010

	
 

	
5.4900146%

	
 


	
February 10, 2011

	
 

	
3.2543902%

	
 


	
August 10, 2011

	
 

	
3.2543902%

	
 


	
February 10, 2012

	
 

	
4.8957347%

	
 


	
August 10, 2012

	
 

	
4.8957347%

	
 


	
February 10, 2013

	
 

	
4.5561462%

	
 


	
August 10, 2013

	
 

	
4.5561462%

	
 


	
February 10, 2014

	
 

	
4.5561462%

	
 


	
August 10, 2014

	
 

	
44.0027117%

	
 





Sch. III - 62







SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N836MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6762863%

	
 


	
August 10,
 2008

	
 

	
3.7195126%

	
 


	
February 10,
 2009

	
 

	
2.6970733%

	
 


	
August 10,
 2009

	
 

	
3.7024300%

	
 


	
February 10,
 2010

	
 

	
3.2177781%

	
 


	
August 10,
 2010

	
 

	
3.0945537%

	
 


	
February 10,
 2011

	
 

	
2.7262790%

	
 


	
August 10,
 2011

	
 

	
2.9254039%

	
 


	
February 10,
 2012

	
 

	
2.3074313%

	
 


	
August 10,
 2012

	
 

	
2.7145482%

	
 


	
February 10,
 2013

	
 

	
2.1320849%

	
 


	
August 10,
 2013

	
 

	
1.4343058%

	
 


	
February 10,
 2014

	
 

	
2.1841877%

	
 


	
August 10,
 2014

	
 

	
2.0059673%

	
 


	
February 10,
 2015

	
 

	
2.3612078%

	
 


	
August 10,
 2015

	
 

	
1.8031866%

	
 


	
February 10,
 2016

	
 

	
2.6564224%

	
 


	
August 10,
 2016

	
 

	
2.9099481%

	
 


	
February 10,
 2017

	
 

	
2.4351542%

	
 


	
August 10,
 2017

	
 

	
1.7560928%

	
 


	
February 10,
 2018

	
 

	
1.7806288%

	
 


	
August 10,
 2018

	
 

	
2.2036822%

	
 


	
February 10,
 2019

	
 

	
1.6070118%

	
 


	
August 10,
 2019

	
 

	
1.4689269%

	
 


	
February 10,
 2020

	
 

	
1.5479686%

	
 


	
August 10,
 2020

	
 

	
2.6635327%

	
 


	
February 10,
 2021

	
 

	
2.9779876%

	
 


	
August 10,
 2021

	
 

	
3.2425212%

	
 


	
February 10,
 2022

	
 

	
2.9529197%

	
 


	
August 10,
 2022

	
 

	
28.0949665%

	
 





Sch. III - 63






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N836MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February
 10, 2008

	
 

	
2.7967751%

	
 


	
August 10,
 2008

	
 

	
1.2916936%

	
 


	
February 10,
 2009

	
 

	
3.6484583%

	
 


	
August 10,
 2009

	
 

	
3.6484583%

	
 


	
February 10,
 2010

	
 

	
3.5165862%

	
 


	
August 10,
 2010

	
 

	
3.5165862%

	
 


	
February 10,
 2011

	
 

	
4.8572848%

	
 


	
August 10,
 2011

	
 

	
4.8572848%

	
 


	
February 10,
 2012

	
 

	
3.1869062%

	
 


	
August 10,
 2012

	
 

	
3.1869062%

	
 


	
February 10,
 2013

	
 

	
3.0550343%

	
 


	
August 10,
 2013

	
 

	
3.0550343%

	
 


	
February 10,
 2014

	
 

	
2.9231623%

	
 


	
August 10,
 2014

	
 

	
2.9231623%

	
 


	
February 10,
 2015

	
 

	
2.7912903%

	
 


	
August 10,
 2015

	
 

	
2.7912903%

	
 


	
February 10,
 2016

	
 

	
3.1429489%

	
 


	
August 10,
 2016

	
 

	
3.1429489%

	
 


	
February 10,
 2017

	
 

	
4.0001169%

	
 


	
August 10,
 2017

	
 

	
4.0001169%

	
 


	
February 10,
 2018

	
 

	
2.7033757%

	
 


	
August 10,
 2018

	
 

	
2.7033757%

	
 


	
February 10,
 2019

	
 

	
2.5275464%

	
 


	
August 10,
 2019

	
 

	
2.5275464%

	
 


	
February 10,
 2020

	
 

	
1.5824638%

	
 


	
August 10,
 2020

	
 

	
1.5824638%

	
 


	
February 10,
 2021

	
 

	
1.9780797%

	
 


	
August 10,
 2021

	
 

	
1.9780797%

	
 


	
February 10,
 2022

	
 

	
1.9780797%

	
 


	
August 10,
 2022

	
 

	
14.1069441%

	
 





Sch. III - 64






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N836MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.8005204%

	
 


	
August 10,
 2008

	
 

	
1.5888440%

	
 


	
February 10,
 2009

	
 

	
5.8296032%

	
 


	
August 10,
 2009

	
 

	
5.8296032%

	
 


	
February 10,
 2010

	
 

	
5.4900146%

	
 


	
August 10,
 2010

	
 

	
5.4900146%

	
 


	
February 10,
 2011

	
 

	
3.2543902%

	
 


	
August 10,
 2011

	
 

	
3.2543902%

	
 


	
February 10,
 2012

	
 

	
4.8957347%

	
 


	
August 10,
 2012

	
 

	
4.8957347%

	
 


	
February 10,
 2013

	
 

	
4.5561462%

	
 


	
August 10,
 2013

	
 

	
4.5561462%

	
 


	
February 10,
 2014

	
 

	
4.5561462%

	
 


	
August 10,
 2014

	
 

	
44.0027117%

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 





Sch. III - 65







SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES 

Boeing 767-432ER 

N837MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.6762863%

	
 


	
August 10,
  2008

	
 

	
3.7195126%

	
 


	
February 10,
  2009

	
 

	
2.6970733%

	
 


	
August 10,
  2009

	
 

	
3.7024300%

	
 


	
February 10,
  2010

	
 

	
3.2177781%

	
 


	
August 10,
  2010

	
 

	
3.0945537%

	
 


	
February 10,
  2011

	
 

	
2.7262790%

	
 


	
August 10,
  2011

	
 

	
2.9254039%

	
 


	
February 10,
  2012

	
 

	
2.3074313%

	
 


	
August 10,
  2012

	
 

	
2.7145482%

	
 


	
February 10,
  2013

	
 

	
2.1320849%

	
 


	
August 10,
  2013

	
 

	
1.4343058%

	
 


	
February 10,
  2014

	
 

	
2.1841877%

	
 


	
August 10,
  2014

	
 

	
2.0059673%

	
 


	
February 10,
  2015

	
 

	
2.3612078%

	
 


	
August 10,
  2015

	
 

	
1.8031866%

	
 


	
February 10,
  2016

	
 

	
2.6564224%

	
 


	
August 10,
  2016

	
 

	
2.9099481%

	
 


	
February 10,
  2017

	
 

	
2.4351542%

	
 


	
August 10,
  2017

	
 

	
1.7560928%

	
 


	
February 10,
  2018

	
 

	
1.7806288%

	
 


	
August 10,
  2018

	
 

	
2.2036822%

	
 


	
February 10,
  2019

	
 

	
1.6070118%

	
 


	
August 10,
  2019

	
 

	
1.4689269%

	
 


	
February 10,
  2020

	
 

	
1.5479686%

	
 


	
August 10,
  2020

	
 

	
2.6635327%

	
 


	
February 10,
  2021

	
 

	
2.9779876%

	
 


	
August 10,
  2021

	
 

	
3.2425212%

	
 


	
February 10,
  2022

	
 

	
2.9529197%

	
 


	
August 10,
  2022

	
 

	
28.0949665%

	
 





Sch. III - 66






SCHEDULE I to

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES 

Boeing 767-432ER 

N837MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.7967751%

	
 


	
August 10,
  2008

	
 

	
1.2916936%

	
 


	
February 10,
  2009

	
 

	
3.6484583%

	
 


	
August 10,
  2009

	
 

	
3.6484583%

	
 


	
February 10,
  2010

	
 

	
3.5165862%

	
 


	
August 10,
  2010

	
 

	
3.5165862%

	
 


	
February 10,
  2011

	
 

	
4.8572848%

	
 


	
August 10,
  2011

	
 

	
4.8572848%

	
 


	
February 10,
  2012

	
 

	
3.1869062%

	
 


	
August 10,
  2012

	
 

	
3.1869062%

	
 


	
February 10,
  2013

	
 

	
3.0550343%

	
 


	
August 10,
  2013

	
 

	
3.0550343%

	
 


	
February 10,
  2014

	
 

	
2.9231623%

	
 


	
August 10,
  2014

	
 

	
2.9231623%

	
 


	
February 10,
  2015

	
 

	
2.7912903%

	
 


	
August 10,
  2015

	
 

	
2.7912903%

	
 


	
February 10,
  2016

	
 

	
3.1429489%

	
 


	
August 10,
  2016

	
 

	
3.1429489%

	
 


	
February 10,
  2017

	
 

	
4.0001169%

	
 


	
August 10,
  2017

	
 

	
4.0001169%

	
 


	
February 10,
  2018

	
 

	
2.7033757%

	
 


	
August 10,
  2018

	
 

	
2.7033757%

	
 


	
February 10,
  2019

	
 

	
2.5275464%

	
 


	
August 10,
  2019

	
 

	
2.5275464%

	
 


	
February 10,
  2020

	
 

	
1.5824638%

	
 


	
August 10,
  2020

	
 

	
1.5824638%

	
 


	
February 10,
  2021

	
 

	
1.9780797%

	
 


	
August 10,
  2021

	
 

	
1.9780797%

	
 


	
February 10,
  2022

	
 

	
1.9780797%

	
 


	
August 10,
  2022

	
 

	
14.1069441%

	
 





Sch. III - 67






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES 

Boeing 767-432ER 

N837MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
1.8005204%

	
 


	
August 10,
  2008

	
 

	
1.5888440%

	
 


	
February 10,
  2009

	
 

	
5.8296032%

	
 


	
August 10,
  2009

	
 

	
5.8296032%

	
 


	
February 10,
  2010

	
 

	
5.4900146%

	
 


	
August 10,
  2010

	
 

	
5.4900146%

	
 


	
February 10,
  2011

	
 

	
3.2543902%

	
 


	
August 10,
  2011

	
 

	
3.2543902%

	
 


	
February 10,
  2012

	
 

	
4.8957347%

	
 


	
August 10,
  2012

	
 

	
4.8957347%

	
 


	
February 10,
  2013

	
 

	
4.5561462%

	
 


	
August 10,
  2013

	
 

	
4.5561462%

	
 


	
February 10,
  2014

	
 

	
4.5561462%

	
 


	
August 10,
  2014

	
 

	
44.0027117%

	
 





Sch. III - 68






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N838MH

	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6740380%

	
 


	
August 10, 2008

	
 

	
3.6263171%

	
 


	
February 10,
 2009

	
 

	
2.6998234%

	
 


	
August 10,
 2009

	
 

	
3.6147693%

	
 


	
February 10,
 2010

	
 

	
3.2244330%

	
 


	
August 10,
 2010

	
 

	
3.0088664%

	
 


	
February 10,
 2011

	
 

	
2.7350210%

	
 


	
August 10,
 2011

	
 

	
2.8414603%

	
 


	
February 10,
 2012

	
 

	
2.3176922%

	
 


	
August 10,
 2012

	
 

	
2.6313594%

	
 


	
February 10,
 2013

	
 

	
2.1444585%

	
 


	
August 10,
 2013

	
 

	
1.3433139%

	
 


	
February 10,
 2014

	
 

	
2.2001183%

	
 


	
August 10,
 2014

	
 

	
1.9178975%

	
 


	
February 10,
 2015

	
 

	
2.3823117%

	
 


	
August 10,
 2015

	
 

	
1.7129930%

	
 


	
February 10,
 2016

	
 

	
2.6850091%

	
 


	
August 10,
 2016

	
 

	
2.1271548%

	
 


	
February 10,
 2017

	
 

	
2.4989556%

	
 


	
August 10,
 2017

	
 

	
1.5926799%

	
 


	
February 10,
 2018

	
 

	
1.8349639%

	
 


	
August 10,
 2018

	
 

	
2.0429296%

	
 


	
February 10,
 2019

	
 

	
1.6642723%

	
 


	
August 10,
 2019

	
 

	
1.2654701%

	
 


	
February 10,
 2020

	
 

	
1.6126713%

	
 


	
August 10,
 2020

	
 

	
2.4925070%

	
 


	
February 10,
 2021

	
 

	
3.1250251%

	
 


	
August 10,
 2021

	
 

	
2.3514415%

	
 


	
February 10,
 2022

	
 

	
3.1986955%

	
 


	
August 10,
 2022

	
 

	
30.4333513%

	
 





Sch. III - 69






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)



EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N838MH

	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7149424%

	
 


	
August 10,
 2008

	
 

	
1.2779051%

	
 


	
February 10,
 2009

	
 

	
3.6009508%

	
 


	
August 10,
 2009

	
 

	
3.6009508%

	
 


	
February 10,
 2010

	
 

	
3.4723360%

	
 


	
August 10,
 2010

	
 

	
3.4723360%

	
 


	
February 10,
 2011

	
 

	
4.8225284%

	
 


	
August 10,
 2011

	
 

	
4.8225284%

	
 


	
February 10,
 2012

	
 

	
3.1507991%

	
 


	
August 10,
 2012

	
 

	
3.1507991%

	
 


	
February 10,
 2013

	
 

	
3.0221844%

	
 


	
August 10,
 2013

	
 

	
3.0221844%

	
 


	
February 10,
 2014

	
 

	
2.8935695%

	
 


	
August 10,
 2014

	
 

	
2.8935695%

	
 


	
February 10,
 2015

	
 

	
2.7649548%

	
 


	
August 10,
 2015

	
 

	
2.7649548%

	
 


	
February 10,
 2016

	
 

	
2.7954610%

	
 


	
August 10,
 2016

	
 

	
2.7954610%

	
 


	
February 10,
 2017

	
 

	
4.0149386%

	
 


	
August 10,
 2017

	
 

	
4.0149386%

	
 


	
February 10,
 2018

	
 

	
2.6934147%

	
 


	
August 10,
 2018

	
 

	
2.6934147%

	
 


	
February 10,
 2019

	
 

	
2.5219283%

	
 


	
August 10,
 2019

	
 

	
2.5219283%

	
 


	
February 10,
 2020

	
 

	
1.5433772%

	
 


	
August 10,
 2020

	
 

	
1.5433772%

	
 


	
February 10,
 2021

	
 

	
1.6735671%

	
 


	
August 10,
 2021

	
 

	
1.6735671%

	
 


	
February 10,
 2022

	
 

	
1.6735671%

	
 


	
August 10,
 2022

	
 

	
16.3935656%

	
 





Sch. III - 70






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N838MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.7480923%

	
 


	
August 10,
 2008

	
 

	
1.5621551%

	
 


	
February 10,
 2009

	
 

	
5.7961810%

	
 


	
August 10,
 2009

	
 

	
5.7961810%

	
 


	
February 10,
 2010

	
 

	
5.4649321%

	
 


	
August 10,
 2010

	
 

	
5.4649321%

	
 


	
February 10,
 2011

	
 

	
3.2293396%

	
 


	
August 10,
 2011

	
 

	
3.2293396%

	
 


	
February 10,
 2012

	
 

	
4.8852464%

	
 


	
August 10,
 2012

	
 

	
4.8852464%

	
 


	
February 10,
 2013

	
 

	
4.5539973%

	
 


	
August 10,
 2013

	
 

	
4.5539973%

	
 


	
February 10,
 2014

	
 

	
4.5539973%

	
 


	
August 10,
 2014

	
 

	
44.2763628%

	
 


	
 

	
 

	
 

	
 





Sch. III - 71







SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A
EQUIPMENT NOTES

Boeing 767-432ER

N839MH


	
 

	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid

	
 


	 

	
 

	 

	
 


	
February 10,
 2008

	
 

	
2.6740380%

	
 

	
 


	
August 10,
 2008

	
 

	
3.6263171%

	
 

	
 


	
February 10,
 2009

	
 

	
2.6998234%

	
 

	
 


	
August 10,
 2009

	
 

	
3.6147693%

	
 

	
 


	
February 10,
 2010

	
 

	
3.2244330%

	
 

	
 


	
August 10,
 2010

	
 

	
3.0088664%

	
 

	
 


	
February 10,
 2011

	
 

	
2.7350210%

	
 

	
 


	
August 10,
 2011

	
 

	
2.8414603%

	
 

	
 


	
February 10,
 2012

	
 

	
2.3176922%

	
 

	
 


	
August 10,
 2012

	
 

	
2.6313594%

	
 

	
 


	
February 10,
 2013

	
 

	
2.1444585%

	
 

	
 


	
August 10,
 2013

	
 

	
1.3433139%

	
 

	
 


	
February 10,
 2014

	
 

	
2.2001183%

	
 

	
 


	
August 10,
 2014

	
 

	
1.9178975%

	
 

	
 


	
February 10,
 2015

	
 

	
2.3823117%

	
 

	
 


	
August 10,
 2015

	
 

	
1.7129930%

	
 

	
 


	
February 10,
 2016

	
 

	
2.6850091%

	
 

	
 


	
August 10,
 2016

	
 

	
2.1271548%

	
 

	
 


	
February 10,
 2017

	
 

	
2.4989556%

	
 

	
 


	
August 10,
 2017

	
 

	
1.5926799%

	
 

	
 


	
February 10,
 2018

	
 

	
1.8349639%

	
 

	
 


	
August 10,
 2018

	
 

	
2.0429296%

	
 

	
 


	
February 10,
 2019

	
 

	
1.6642723%

	
 

	
 


	
August 10,
 2019

	
 

	
1.2654701%

	
 

	
 


	
February 10,
 2020

	
 

	
1.6126713%

	
 

	
 


	
August 10,
 2020

	
 

	
2.4925070%

	
 

	
 


	
February 10,
 2021

	
 

	
3.1250251%

	
 

	
 


	
August 10,
 2021

	
 

	
2.3514415%

	
 

	
 


	
February 10,
 2022

	
 

	
3.1986955%

	
 

	
 


	
August 10,
 2022

	
 

	
30.4333513%

	
 

	
 





Sch.
III - 72






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B
EQUIPMENT NOTES

Boeing 767-432ER

N839MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7149424%

	
 


	
August 10,
 2008

	
 

	
1.2779051%

	
 


	
February 10,
 2009

	
 

	
3.6009508%

	
 


	
August 10,
 2009

	
 

	
3.6009508%

	
 


	
February 10,
 2010

	
 

	
3.4723360%

	
 


	
August 10,
 2010

	
 

	
3.4723360%

	
 


	
February 10,
 2011

	
 

	
4.8225284%

	
 


	
August 10,
 2011

	
 

	
4.8225284%

	
 


	
February 10,
 2012

	
 

	
3.1507991%

	
 


	
August 10,
 2012

	
 

	
3.1507991%

	
 


	
February 10,
 2013

	
 

	
3.0221844%

	
 


	
August 10,
 2013

	
 

	
3.0221844%

	
 


	
February 10,
 2014

	
 

	
2.8935695%

	
 


	
August 10,
 2014

	
 

	
2.8935695%

	
 


	
February 10,
 2015

	
 

	
2.7649548%

	
 


	
August 10,
 2015

	
 

	
2.7649548%

	
 


	
February 10,
 2016

	
 

	
2.7954610%

	
 


	
August 10,
 2016

	
 

	
2.7954610%

	
 


	
February 10,
 2017

	
 

	
4.0149386%

	
 


	
August 10,
 2017

	
 

	
4.0149386%

	
 


	
February 10,
 2018

	
 

	
2.6934147%

	
 


	
August 10,
 2018

	
 

	
2.6934147%

	
 


	
February 10,
 2019

	
 

	
2.5219283%

	
 


	
August 10,
 2019

	
 

	
2.5219283%

	
 


	
February 10,
 2020

	
 

	
1.5433772%

	
 


	
August 10,
 2020

	
 

	
1.5433772%

	
 


	
February 10,
 2021

	
 

	
1.6735671%

	
 


	
August 10,
 2021

	
 

	
1.6735671%

	
 


	
February 10,
 2022

	
 

	
1.6735671%

	
 


	
August 10,
 2022

	
 

	
16.3935656%

	
 





Sch.
III - 73






SCHEDULE I
to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C
EQUIPMENT NOTES

Boeing 767-432ER

N839MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.7480923%

	
 


	
August 10,
 2008

	
 

	
1.5621551%

	
 


	
February 10,
 2009

	
 

	
5.7961810%

	
 


	
August 10,
 2009

	
 

	
5.7961810%

	
 


	
February 10,
 2010

	
 

	
5.4649321%

	
 


	
August 10,
 2010

	
 

	
5.4649321%

	
 


	
February 10,
 2011

	
 

	
3.2293396%

	
 


	
August 10,
 2011

	
 

	
3.2293396%

	
 


	
February 10,
 2012

	
 

	
4.8852464%

	
 


	
August 10,
 2012

	
 

	
4.8852464%

	
 


	
February 10,
 2013

	
 

	
4.5539973%

	
 


	
August 10,
 2013

	
 

	
4.5539973%

	
 


	
February 10,
 2014

	
 

	
4.5539973%

	
 


	
August 10,
 2014

	
 

	
44.2763628%

	
 





Sch.
III - 74







SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N840MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.6740380%

	
 


	
August 10, 2008

	
 

	
3.6263171%

	
 


	
February 10, 2009

	
 

	
2.6998234%

	
 


	
August 10, 2009

	
 

	
3.6147693%

	
 


	
February 10, 2010

	
 

	
3.2244330%

	
 


	
August 10, 2010

	
 

	
3.0088664%

	
 


	
February 10, 2011

	
 

	
2.7350210%

	
 


	
August 10, 2011

	
 

	
2.8414603%

	
 


	
February 10, 2012

	
 

	
2.3176922%

	
 


	
August 10, 2012

	
 

	
2.6313594%

	
 


	
February 10, 2013

	
 

	
2.1444585%

	
 


	
August 10, 2013

	
 

	
1.3433139%

	
 


	
February 10, 2014

	
 

	
2.2001183%

	
 


	
August 10, 2014

	
 

	
1.9178975%

	
 


	
February 10, 2015

	
 

	
2.3823117%

	
 


	
August 10, 2015

	
 

	
1.7129930%

	
 


	
February 10, 2016

	
 

	
2.6850091%

	
 


	
August 10, 2016

	
 

	
2.1271548%

	
 


	
February 10, 2017

	
 

	
2.4989556%

	
 


	
August 10, 2017

	
 

	
1.5926799%

	
 


	
February 10, 2018

	
 

	
1.8349639%

	
 


	
August 10, 2018

	
 

	
2.0429296%

	
 


	
February 10, 2019

	
 

	
1.6642723%

	
 


	
August 10, 2019

	
 

	
1.2654701%

	
 


	
February 10, 2020

	
 

	
1.6126713%

	
 


	
August 10, 2020

	
 

	
2.4925070%

	
 


	
February 10, 2021

	
 

	
3.1250251%

	
 


	
August 10, 2021

	
 

	
2.3514415%

	
 


	
February 10, 2022

	
 

	
3.1986955%

	
 


	
August 10, 2022

	
 

	
30.4333513%

	
 





Sch. III - 75






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N840MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.7149424%

	
 


	
August 10, 2008

	
 

	
1.2779051%

	
 


	
February 10, 2009

	
 

	
3.6009508%

	
 


	
August 10, 2009

	
 

	
3.6009508%

	
 


	
February 10, 2010

	
 

	
3.4723360%

	
 


	
August 10, 2010

	
 

	
3.4723360%

	
 


	
February 10, 2011

	
 

	
4.8225284%

	
 


	
August 10, 2011

	
 

	
4.8225284%

	
 


	
February 10, 2012

	
 

	
3.1507991%

	
 


	
August 10, 2012

	
 

	
3.1507991%

	
 


	
February 10, 2013

	
 

	
3.0221844%

	
 


	
August 10, 2013

	
 

	
3.0221844%

	
 


	
February 10, 2014

	
 

	
2.8935695%

	
 


	
August 10, 2014

	
 

	
2.8935695%

	
 


	
February 10, 2015

	
 

	
2.7649548%

	
 


	
August 10, 2015

	
 

	
2.7649548%

	
 


	
February 10, 2016

	
 

	
2.7954610%

	
 


	
August 10, 2016

	
 

	
2.7954610%

	
 


	
February 10, 2017

	
 

	
4.0149386%

	
 


	
August 10, 2017

	
 

	
4.0149386%

	
 


	
February 10, 2018

	
 

	
2.6934147%

	
 


	
August 10, 2018

	
 

	
2.6934147%

	
 


	
February 10, 2019

	
 

	
2.5219283%

	
 


	
August 10, 2019

	
 

	
2.5219283%

	
 


	
February 10, 2020

	
 

	
1.5433772%

	
 


	
August 10, 2020

	
 

	
1.5433772%

	
 


	
February 10, 2021

	
 

	
1.6735671%

	
 


	
August 10, 2021

	
 

	
1.6735671%

	
 


	
February 10, 2022

	
 

	
1.6735671%

	
 


	
August 10, 2022

	
 

	
16.3935656%

	
 





Sch. III - 76






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N840MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
1.7480923%

	
 


	
August 10, 2008

	
 

	
1.5621551%

	
 


	
February 10, 2009

	
 

	
5.7961810%

	
 


	
August 10, 2009

	
 

	
5.7961810%

	
 


	
February 10, 2010

	
 

	
5.4649321%

	
 


	
August 10, 2010

	
 

	
5.4649321%

	
 


	
February 10, 2011

	
 

	
3.2293396%

	
 


	
August 10, 2011

	
 

	
3.2293396%

	
 


	
February 10, 2012

	
 

	
4.8852464%

	
 


	
August 10, 2012

	
 

	
4.8852464%

	
 


	
February 10, 2013

	
 

	
4.5539973%

	
 


	
August 10, 2013

	
 

	
4.5539973%

	
 


	
February 10, 2014

	
 

	
4.5539973%

	
 


	
August 10, 2014

	
 

	
44.2763628%

	
 





Sch. III - 77






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N841MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6740380%

	
 


	
August 10,
 2008

	
 

	
3.6263171%

	
 


	
February 10,
 2009

	
 

	
2.6998234%

	
 


	
August 10,
 2009

	
 

	
3.6147693%

	
 


	
February 10,
 2010

	
 

	
3.2244330%

	
 


	
August 10,
 2010

	
 

	
3.0088664%

	
 


	
February 10,
 2011

	
 

	
2.7350210%

	
 


	
August 10,
 2011

	
 

	
2.8414603%

	
 


	
February 10,
 2012

	
 

	
2.3176922%

	
 


	
August 10,
 2012

	
 

	
2.6313594%

	
 


	
February 10,
 2013

	
 

	
2.1444585%

	
 


	
August 10,
 2013

	
 

	
1.3433139%

	
 


	
February 10,
 2014

	
 

	
2.2001183%

	
 


	
August 10,
 2014

	
 

	
1.9178975%

	
 


	
February 10,
 2015

	
 

	
2.3823117%

	
 


	
August 10,
 2015

	
 

	
1.7129930%

	
 


	
February 10,
 2016

	
 

	
2.6850091%

	
 


	
August 10,
 2016

	
 

	
2.1271548%

	
 


	
February 10,
 2017

	
 

	
2.4989556%

	
 


	
August 10,
 2017

	
 

	
1.5926799%

	
 


	
February 10,
 2018

	
 

	
1.8349639%

	
 


	
August 10,
 2018

	
 

	
2.0429296%

	
 


	
February 10,
 2019

	
 

	
1.6642723%

	
 


	
August 10,
 2019

	
 

	
1.2654701%

	
 


	
February 10,
 2020

	
 

	
1.6126713%

	
 


	
August 10,
 2020

	
 

	
2.4925070%

	
 


	
February 10,
 2021

	
 

	
3.1250251%

	
 


	
August 10,
 2021

	
 

	
2.3514415%

	
 


	
February 10,
 2022

	
 

	
3.1986955%

	
 


	
August 10,
 2022

	
 

	
30.4333513%

	
 





Sch. III - 78






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N841MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.7149424%

	
 


	
August 10,
 2008

	
 

	
1.2779051%

	
 


	
February 10,
 2009

	
 

	
3.6009508%

	
 


	
August 10,
 2009

	
 

	
3.6009508%

	
 


	
February 10,
 2010

	
 

	
3.4723360%

	
 


	
August 10, 2010

	
 

	
3.4723360%

	
 


	
February 10,
 2011

	
 

	
4.8225284%

	
 


	
August 10,
 2011

	
 

	
4.8225284%

	
 


	
February 10,
 2012

	
 

	
3.1507991%

	
 


	
August 10,
 2012

	
 

	
3.1507991%

	
 


	
February 10,
 2013

	
 

	
3.0221844%

	
 


	
August 10,
 2013

	
 

	
3.0221844%

	
 


	
February 10,
 2014

	
 

	
2.8935695%

	
 


	
August 10,
 2014

	
 

	
2.8935695%

	
 


	
February 10,
 2015

	
 

	
2.7649548%

	
 


	
August 10,
 2015

	
 

	
2.7649548%

	
 


	
February 10,
 2016

	
 

	
2.7954610%

	
 


	
August 10,
 2016

	
 

	
2.7954610%

	
 


	
February 10,
 2017

	
 

	
4.0149386%

	
 


	
August 10,
 2017

	
 

	
4.0149386%

	
 


	
February 10,
 2018

	
 

	
2.6934147%

	
 


	
August 10,
 2018

	
 

	
2.6934147%

	
 


	
February 10,
 2019

	
 

	
2.5219283%

	
 


	
August 10,
 2019

	
 

	
2.5219283%

	
 


	
February 10,
 2020

	
 

	
1.5433772%

	
 


	
August 10,
 2020

	
 

	
1.5433772%

	
 


	
February 10,
 2021

	
 

	
1.6735671%

	
 


	
August 10,
 2021

	
 

	
1.6735671%

	
 


	
February 10,
 2022

	
 

	
1.6735671%

	
 


	
August 10,
 2022

	
 

	
16.3935656%

	
 





Sch. III - 79






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N841MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.7480923%

	
 


	
August 10,
 2008

	
 

	
1.5621551%

	
 


	
February 10,
 2009

	
 

	
5.7961810%

	
 


	
August 10,
 2009

	
 

	
5.7961810%

	
 


	
February 10,
 2010

	
 

	
5.4649321%

	
 


	
August 10,
 2010

	
 

	
5.4649321%

	
 


	
February 10,
 2011

	
 

	
3.2293396%

	
 


	
August 10,
 2011

	
 

	
3.2293396%

	
 


	
February 10,
 2012

	
 

	
4.8852464%

	
 


	
August 10,
 2012

	
 

	
4.8852464%

	
 


	
February 10,
 2013

	
 

	
4.5539973%

	
 


	
August 10,
 2013

	
 

	
4.5539973%

	
 


	
February 10,
 2014

	
 

	
4.5539973%

	
 


	
August 10,
 2014

	
 

	
44.2763628%

	
 





Sch. III - 80






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES 

Boeing 767-432ER 

N842MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.6740380%

	
 


	
August 10,
  2008

	
 

	
3.6263171%

	
 


	
February 10,
  2009

	
 

	
2.6998234%

	
 


	
August 10,
  2009

	
 

	
3.6147693%

	
 


	
February 10,
  2010

	
 

	
3.2244330%

	
 


	
August 10,
  2010

	
 

	
3.0088664%

	
 


	
February 10,
  2011

	
 

	
2.7350210%

	
 


	
August 10,
  2011

	
 

	
2.8414603%

	
 


	
February 10,
  2012

	
 

	
2.3176922%

	
 


	
August 10,
  2012

	
 

	
2.6313594%

	
 


	
February 10,
  2013

	
 

	
2.1444585%

	
 


	
August 10,
  2013

	
 

	
1.3433139%

	
 


	
February 10,
  2014

	
 

	
2.2001183%

	
 


	
August 10,
  2014

	
 

	
1.9178975%

	
 


	
February 10,
  2015

	
 

	
2.3823117%

	
 


	
August 10,
  2015

	
 

	
1.7129930%

	
 


	
February 10,
  2016

	
 

	
2.6850091%

	
 


	
August 10,
  2016

	
 

	
2.1271548%

	
 


	
February 10,
  2017

	
 

	
2.4989556%

	
 


	
August 10,
  2017

	
 

	
1.5926799%

	
 


	
February 10,
  2018

	
 

	
1.8349639%

	
 


	
August 10,
  2018

	
 

	
2.0429296%

	
 


	
February 10,
  2019

	
 

	
1.6642723%

	
 


	
August 10,
  2019

	
 

	
1.2654701%

	
 


	
February 10,
  2020

	
 

	
1.6126713%

	
 


	
August 10,
  2020

	
 

	
2.4925070%

	
 


	
February 10,
  2021

	
 

	
3.1250251%

	
 


	
August 10,
  2021

	
 

	
2.3514415%

	
 


	
February 10,
  2022

	
 

	
3.1986955%

	
 


	
August 10,
  2022

	
 

	
30.4333513%

	
 





Sch. III - 81






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES 

Boeing 767-432ER 

N842MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.7149424%

	
 


	
August 10,
  2008

	
 

	
1.2779051%

	
 


	
February 10,
  2009

	
 

	
3.6009508%

	
 


	
August 10,
  2009

	
 

	
3.6009508%

	
 


	
February 10,
  2010

	
 

	
3.4723360%

	
 


	
August 10,
  2010

	
 

	
3.4723360%

	
 


	
February 10,
  2011

	
 

	
4.8225284%

	
 


	
August 10,
  2011

	
 

	
4.8225284%

	
 


	
February 10,
  2012

	
 

	
3.1507991%

	
 


	
August 10,
  2012

	
 

	
3.1507991%

	
 


	
February 10,
  2013

	
 

	
3.0221844%

	
 


	
August 10,
  2013

	
 

	
3.0221844%

	
 


	
February 10,
  2014

	
 

	
2.8935695%

	
 


	
August 10,
  2014

	
 

	
2.8935695%

	
 


	
February 10,
  2015

	
 

	
2.7649548%

	
 


	
August 10,
  2015

	
 

	
2.7649548%

	
 


	
February 10,
  2016

	
 

	
2.7954610%

	
 


	
August 10,
  2016

	
 

	
2.7954610%

	
 


	
February 10,
  2017

	
 

	
4.0149386%

	
 


	
August 10,
  2017

	
 

	
4.0149386%

	
 


	
February 10,
  2018

	
 

	
2.6934147%

	
 


	
August 10,
  2018

	
 

	
2.6934147%

	
 


	
February 10,
  2019

	
 

	
2.5219283%

	
 


	
August 10,
  2019

	
 

	
2.5219283%

	
 


	
February 10,
  2020

	
 

	
1.5433772%

	
 


	
August 10,
  2020

	
 

	
1.5433772%

	
 


	
February 10,
  2021

	
 

	
1.6735671%

	
 


	
August 10,
  2021

	
 

	
1.6735671%

	
 


	
February 10,
  2022

	
 

	
1.6735671%

	
 


	
August 10,
  2022

	
 

	
16.3935656%

	
 





Sch. III - 82






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES 

Boeing 767-432ER 

N842MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
1.7480923%

	
 


	
August 10,
  2008

	
 

	
1.5621551%

	
 


	
February 10,
  2009

	
 

	
5.7961810%

	
 


	
August 10,
  2009

	
 

	
5.7961810%

	
 


	
February 10,
  2010

	
 

	
5.4649321%

	
 


	
August 10,
  2010

	
 

	
5.4649321%

	
 


	
February 10,
  2011

	
 

	
3.2293396%

	
 


	
August 10,
  2011

	
 

	
3.2293396%

	
 


	
February 10,
  2012

	
 

	
4.8852464%

	
 


	
August 10,
  2012

	
 

	
4.8852464%

	
 


	
February 10,
  2013

	
 

	
4.5539973%

	
 


	
August 10,
  2013

	
 

	
4.5539973%

	
 


	
February 10,
  2014

	
 

	
4.5539973%

	
 


	
August 10,
  2014

	
 

	
44.2763628%

	
 





Sch. III - 83







SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N843MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.6742728%

	
 


	
August 10, 2008

	
 

	
3.4976526%

	
 


	
February 10, 2009

	
 

	
2.7035239%

	
 


	
August 10, 2009

	
 

	
3.4903172%

	
 


	
February 10, 2010

	
 

	
3.2336276%

	
 


	
August 10, 2010

	
 

	
2.8872540%

	
 


	
February 10, 2011

	
 

	
2.7472078%

	
 


	
August 10, 2011

	
 

	
2.7223305%

	
 


	
February 10, 2012

	
 

	
2.3320612%

	
 


	
August 10, 2012

	
 

	
2.5133139%

	
 


	
February 10, 2013

	
 

	
2.1618331%

	
 


	
August 10, 2013

	
 

	
1.2143070%

	
 


	
February 10, 2014

	
 

	
2.2225280%

	
 


	
August 10, 2014

	
 

	
1.7929888%

	
 


	
February 10, 2015

	
 

	
2.4120375%

	
 


	
August 10, 2015

	
 

	
1.5850903%

	
 


	
February 10, 2016

	
 

	
2.7253138%

	
 


	
August 10, 2016

	
 

	
1.6603725%

	
 


	
February 10, 2017

	
 

	
2.5594982%

	
 


	
August 10, 2017

	
 

	
0.7483532%

	
 


	
February 10, 2018

	
 

	
1.9118084%

	
 


	
August 10, 2018

	
 

	
1.8150409%

	
 


	
February 10, 2019

	
 

	
1.7452736%

	
 


	
August 10, 2019

	
 

	
0.9771383%

	
 


	
February 10, 2020

	
 

	
1.7042197%

	
 


	
August 10, 2020

	
 

	
2.2500317%

	
 


	
February 10, 2021

	
 

	
3.3331088%

	
 


	
August 10, 2021

	
 

	
1.7318413%

	
 


	
February 10, 2022

	
 

	
3.4855055%

	
 


	
August 10, 2022

	
 

	
33.1621476%

	
 





Sch. III - 84






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N843MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
2.6027006%

	
 


	
August 10, 2008

	
 

	
1.2508141%

	
 


	
February 10, 2009

	
 

	
3.5344655%

	
 


	
August 10, 2009

	
 

	
3.5344655%

	
 


	
February 10, 2010

	
 

	
3.4104355%

	
 


	
August 10, 2010

	
 

	
3.4104355%

	
 


	
February 10, 2011

	
 

	
4.7743771%

	
 


	
August 10, 2011

	
 

	
4.7743771%

	
 


	
February 10, 2012

	
 

	
3.1003606%

	
 


	
August 10, 2012

	
 

	
3.1003606%

	
 


	
February 10, 2013

	
 

	
2.9763307%

	
 


	
August 10, 2013

	
 

	
2.9763307%

	
 


	
February 10, 2014

	
 

	
2.8523008%

	
 


	
August 10, 2014

	
 

	
2.8523008%

	
 


	
February 10, 2015

	
 

	
2.7282709%

	
 


	
August 10, 2015

	
 

	
2.7282709%

	
 


	
February 10, 2016

	
 

	
2.6042410%

	
 


	
August 10, 2016

	
 

	
2.6042410%

	
 


	
February 10, 2017

	
 

	
3.7364883%

	
 


	
August 10, 2017

	
 

	
3.7364883%

	
 


	
February 10, 2018

	
 

	
2.6799078%

	
 


	
August 10, 2018

	
 

	
2.6799078%

	
 


	
February 10, 2019

	
 

	
2.5145346%

	
 


	
August 10, 2019

	
 

	
2.5145346%

	
 


	
February 10, 2020

	
 

	
1.4883592%

	
 


	
August 10, 2020

	
 

	
1.4883592%

	
 


	
February 10, 2021

	
 

	
1.4883592%

	
 


	
August 10, 2021

	
 

	
1.4883592%

	
 


	
February 10, 2022

	
 

	
1.4883592%

	
 


	
August 10, 2022

	
 

	
18.8812635%

	
 





Sch. III - 85






SCHEDULE I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N843MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10, 2008

	
 

	
1.6757365%

	
 


	
August 10, 2008

	
 

	
1.5195551%

	
 


	
February 10, 2009

	
 

	
5.7486402%

	
 


	
August 10, 2009

	
 

	
5.7486402%

	
 


	
February 10, 2010

	
 

	
5.4292158%

	
 


	
August 10, 2010

	
 

	
5.4292158%

	
 


	
February 10, 2011

	
 

	
3.1937445%

	
 


	
August 10, 2011

	
 

	
3.1937445%

	
 


	
February 10, 2012

	
 

	
4.8702232%

	
 


	
August 10, 2012

	
 

	
4.8702232%

	
 


	
February 10, 2013

	
 

	
4.5507988%

	
 


	
August 10, 2013

	
 

	
4.5507988%

	
 


	
February 10, 2014

	
 

	
4.5507988%

	
 


	
August 10, 2014

	
 

	
44.6686645%

	
 





Sch.
III - 86







SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 767-432ER

N844MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6742728%

	
 


	
August 10, 2008

	
 

	
3.4976526%

	
 


	
February 10,
 2009

	
 

	
2.7035239%

	
 


	
August 10,
 2009

	
 

	
3.4903172%

	
 


	
February 10,
 2010

	
 

	
3.2336276%

	
 


	
August 10,
 2010

	
 

	
2.8872540%

	
 


	
February 10,
 2011

	
 

	
2.7472078%

	
 


	
August 10,
 2011

	
 

	
2.7223305%

	
 


	
February 10,
 2012

	
 

	
2.3320612%

	
 


	
August 10,
 2012

	
 

	
2.5133139%

	
 


	
February 10,
 2013

	
 

	
2.1618331%

	
 


	
August 10,
 2013

	
 

	
1.2143070%

	
 


	
February 10,
 2014

	
 

	
2.2225280%

	
 


	
August 10,
 2014

	
 

	
1.7929888%

	
 


	
February 10,
 2015

	
 

	
2.4120375%

	
 


	
August 10,
 2015

	
 

	
1.5850903%

	
 


	
February 10,
 2016

	
 

	
2.7253138%

	
 


	
August 10,
 2016

	
 

	
1.6603725%

	
 


	
February 10,
 2017

	
 

	
2.5594982%

	
 


	
August 10,
 2017

	
 

	
0.7483532%

	
 


	
February 10,
 2018

	
 

	
1.9118084%

	
 


	
August 10,
 2018

	
 

	
1.8150409%

	
 


	
February 10,
 2019

	
 

	
1.7452736%

	
 


	
August 10,
 2019

	
 

	
0.9771383%

	
 


	
February 10,
 2020

	
 

	
1.7042197%

	
 


	
August 10,
 2020

	
 

	
2.2500317%

	
 


	
February 10,
 2021

	
 

	
3.3331088%

	
 


	
August 10,
 2021

	
 

	
1.7318413%

	
 


	
February 10,
 2022

	
 

	
3.4855055%

	
 


	
August 10,
 2022

	
 

	
33.1621476%

	
 





Sch. III - 87






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 767-432ER

N844MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6027006%

	
 


	
August 10,
 2008

	
 

	
1.2508141%

	
 


	
February 10,
 2009

	
 

	
3.5344655%

	
 


	
August 10,
 2009

	
 

	
3.5344655%

	
 


	
February 10,
 2010

	
 

	
3.4104355%

	
 


	
August 10,
 2010

	
 

	
3.4104355%

	
 


	
February 10,
 2011

	
 

	
4.7743771%

	
 


	
August 10,
 2011

	
 

	
4.7743771%

	
 


	
February 10,
 2012

	
 

	
3.1003606%

	
 


	
August 10,
 2012

	
 

	
3.1003606%

	
 


	
February 10,
 2013

	
 

	
2.9763307%

	
 


	
August 10,
 2013

	
 

	
2.9763307%

	
 


	
February 10,
 2014

	
 

	
2.8523008%

	
 


	
August 10,
 2014

	
 

	
2.8523008%

	
 


	
February 10,
 2015

	
 

	
2.7282709%

	
 


	
August 10,
 2015

	
 

	
2.7282709%

	
 


	
February 10,
 2016

	
 

	
2.6042410%

	
 


	
August 10,
 2016

	
 

	
2.6042410%

	
 


	
February 10,
 2017

	
 

	
3.7364883%

	
 


	
August 10,
 2017

	
 

	
3.7364883%

	
 


	
February 10,
 2018

	
 

	
2.6799078%

	
 


	
August 10,
 2018

	
 

	
2.6799078%

	
 


	
February 10,
 2019

	
 

	
2.5145346%

	
 


	
August 10,
 2019

	
 

	
2.5145346%

	
 


	
February 10,
 2020

	
 

	
1.4883592%

	
 


	
August 10,
 2020

	
 

	
1.4883592%

	
 


	
February 10,
 2021

	
 

	
1.4883592%

	
 


	
August 10,
 2021

	
 

	
1.4883592%

	
 


	
February 10,
 2022

	
 

	
1.4883592%

	
 


	
August 10,
 2022

	
 

	
18.8812635%

	
 





Sch. III - 88






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 767-432ER

N844MH


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
1.6757365%

	
 


	
August 10,
 2008

	
 

	
1.5195551%

	
 


	
February 10,
 2009

	
 

	
5.7486402%

	
 


	
August 10,
 2009

	
 

	
5.7486402%

	
 


	
February 10,
 2010

	
 

	
5.4292158%

	
 


	
August 10,
 2010

	
 

	
5.4292158%

	
 


	
February 10,
 2011

	
 

	
3.1937445%

	
 


	
August 10,
 2011

	
 

	
3.1937445%

	
 


	
February 10,
 2012

	
 

	
4.8702232%

	
 


	
August 10,
 2012

	
 

	
4.8702232%

	
 


	
February 10,
 2013

	
 

	
4.5507988%

	
 


	
August 10,
 2013

	
 

	
4.5507988%

	
 


	
February 10,
 2014

	
 

	
4.5507988%

	
 


	
August 10,
 2014

	
 

	
44.6686645%

	
 





Sch. III - 89







SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 




EQUIPMENT NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES 

Boeing 777-232ER 

N860DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10,
 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch. III - 90






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 




EQUIPMENT NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES 

Boeing 777-232ER 

N860DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10,
 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch. III - 91






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 




EQUIPMENT NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES 

Boeing 777-232ER 

N860DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch. III - 92







SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)



EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES

Boeing 777-232ER

N861DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10, 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch. III - 93






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES

Boeing 777-232ER

N861DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10,
 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch. III - 94






SCHEDULE I to
Indenture and Security Agreement 

(Cont’d)



EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES

Boeing 777-232ER

N861DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch. III - 95






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 777-232ER

N862DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10,
 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch. III - 96






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 777-232ER

N862DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10, 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch. III - 97






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 777-232ER

N862DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch. III - 98






SCHEDULE I
to
Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES A
EQUIPMENT NOTES

Boeing 777-232ER

N863DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10, 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch.
III - 99






SCHEDULE I
to

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES B
EQUIPMENT NOTES

Boeing 777-232ER

N863DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10,
 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch.
III - 100






SCHEDULE I
to

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION
SERIES C
EQUIPMENT NOTES

Boeing 777-232ER

N863DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch.
III - 101






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d)


EQUIPMENT NOTES AMORTIZATION

SERIES A EQUIPMENT NOTES 

Boeing 777-232ER 

N864DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.6758229%

	
 


	
August 10,
  2008

	
 

	
3.8644322%

	
 


	
February 10,
  2009

	
 

	
2.6929110%

	
 


	
August 10,
  2009

	
 

	
2.9393259%

	
 


	
February 10,
  2010

	
 

	
3.2073862%

	
 


	
August 10,
  2010

	
 

	
3.2714194%

	
 


	
February 10,
  2011

	
 

	
2.7124831%

	
 


	
August 10,
  2011

	
 

	
3.0994488%

	
 


	
February 10,
  2012

	
 

	
2.2911522%

	
 


	
August 10,
  2012

	
 

	
2.0992038%

	
 


	
February 10,
  2013

	
 

	
2.1123911%

	
 


	
August 10,
  2013

	
 

	
1.6583040%

	
 


	
February 10,
  2014

	
 

	
2.1587786%

	
 


	
August 10,
  2014

	
 

	
2.2253213%

	
 


	
February 10,
  2015

	
 

	
2.3274957%

	
 


	
August 10,
  2015

	
 

	
3.1535941%

	
 


	
February 10,
  2016

	
 

	
2.5604989%

	
 


	
August 10,
  2016

	
 

	
3.2208974%

	
 


	
February 10,
  2017

	
 

	
2.3327818%

	
 


	
August 10,
  2017

	
 

	
2.1224331%

	
 


	
February 10,
  2018

	
 

	
1.6934173%

	
 


	
August 10,
  2018

	
 

	
2.5657874%

	
 


	
February 10,
  2019

	
 

	
1.5150788%

	
 


	
August 10,
  2019

	
 

	
1.8996392%

	
 


	
February 10,
  2020

	
 

	
1.4440611%

	
 


	
August 10,
  2020

	
 

	
3.7872875%

	
 


	
February 10,
  2021

	
 

	
2.6533594%

	
 


	
August 10,
  2021

	
 

	
3.8512923%

	
 


	
February 10,
  2022

	
 

	
2.5579402%

	
 


	
August 10,
  2022

	
 

	
25.3060554%

	
 





Sch. III - 102






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES B EQUIPMENT NOTES 

Boeing 777-232ER 

N864DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
3.3346014%

	
 


	
August 10,
  2008

	
 

	
0.9101103%

	
 


	
February 10,
  2009

	
 

	
5.3232673%

	
 


	
August 10,
  2009

	
 

	
5.3232673%

	
 


	
February 10,
  2010

	
 

	
3.5183827%

	
 


	
August 10,
  2010

	
 

	
3.5183827%

	
 


	
February 10,
  2011

	
 

	
4.8434879%

	
 


	
August 10,
  2011

	
 

	
4.8434879%

	
 


	
February 10,
  2012

	
 

	
4.5693282%

	
 


	
August 10,
  2012

	
 

	
4.5693282%

	
 


	
February 10,
  2013

	
 

	
2.9700633%

	
 


	
August 10,
  2013

	
 

	
2.9700633%

	
 


	
February 10,
  2014

	
 

	
2.8329835%

	
 


	
August 10,
  2014

	
 

	
2.8329835%

	
 


	
February 10,
  2015

	
 

	
3.1756831%

	
 


	
August 10,
  2015

	
 

	
3.1756831%

	
 


	
February 10,
  2016

	
 

	
2.9929099%

	
 


	
August 10,
  2016

	
 

	
2.9929099%

	
 


	
February 10,
  2017

	
 

	
2.8101368%

	
 


	
August 10,
  2017

	
 

	
2.8101368%

	
 


	
February 10,
  2018

	
 

	
2.6273637%

	
 


	
August 10,
  2018

	
 

	
2.6273637%

	
 


	
February 10,
  2019

	
 

	
2.4445906%

	
 


	
August 10,
  2019

	
 

	
2.4445906%

	
 


	
February 10,
  2020

	
 

	
2.6273637%

	
 


	
August 10,
  2020

	
 

	
2.6273637%

	
 


	
February 10,
  2021

	
 

	
1.8277313%

	
 


	
August 10,
  2021

	
 

	
1.8277313%

	
 


	
February 10,
  2022

	
 

	
1.8277313%

	
 


	
August 10,
  2022

	
 

	
8.8009730%

	
 





Sch. III - 103






SCHEDULE I to 

Indenture and Security Agreement

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION

SERIES C EQUIPMENT NOTES 

Boeing 777-232ER 

N864DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

  Original Principal Amount

  to be Paid


	 

	
 

	 


	
February 10,
  2008

	
 

	
2.1466010%

	
 


	
August 10,
  2008

	
 

	
1.3846394%

	
 


	
February 10,
  2009

	
 

	
5.8828768%

	
 


	
August 10,
  2009

	
 

	
5.8828768%

	
 


	
February 10,
  2010

	
 

	
5.5299043%

	
 


	
August 10,
  2010

	
 

	
5.5299043%

	
 


	
February 10,
  2011

	
 

	
3.2944111%

	
 


	
August 10,
  2011

	
 

	
3.2944111%

	
 


	
February 10,
  2012

	
 

	
4.9122021%

	
 


	
August 10,
  2012

	
 

	
4.9122021%

	
 


	
February 10,
  2013

	
 

	
4.5592296%

	
 


	
August 10,
  2013

	
 

	
4.5592296%

	
 


	
February 10,
  2014

	
 

	
4.5592296%

	
 


	
August 10,
  2014

	
 

	
43.5522822%

	
 





Sch. III - 104







SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES A EQUIPMENT NOTES 

Boeing 777-232ER 

N865DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10,
 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch. III - 105






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES B EQUIPMENT NOTES 

Boeing 777-232ER 

N865DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10,
 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch. III - 106






SCHEDULE I to 

Indenture and Security Agreement 

(Cont’d) 


EQUIPMENT NOTES AMORTIZATION


SERIES C EQUIPMENT NOTES 

Boeing 777-232ER 

N865DA


	
 

	
 

	
 

	
 


	
Payment Date 

	
 

	
Percentage of

Original Principal Amount

to be Paid 


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch. III - 107






 



SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES A EQUIPMENT NOTES

Boeing 777-232ER

N866DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.6758229%

	
 


	
August 10,
 2008

	
 

	
3.8644322%

	
 


	
February 10,
 2009

	
 

	
2.6929110%

	
 


	
August 10,
 2009

	
 

	
2.9393259%

	
 


	
February 10,
 2010

	
 

	
3.2073862%

	
 


	
August 10,
 2010

	
 

	
3.2714194%

	
 


	
February 10,
 2011

	
 

	
2.7124831%

	
 


	
August 10,
 2011

	
 

	
3.0994488%

	
 


	
February 10,
 2012

	
 

	
2.2911522%

	
 


	
August 10,
 2012

	
 

	
2.0992038%

	
 


	
February 10,
 2013

	
 

	
2.1123911%

	
 


	
August 10,
 2013

	
 

	
1.6583040%

	
 


	
February 10,
 2014

	
 

	
2.1587786%

	
 


	
August 10,
 2014

	
 

	
2.2253213%

	
 


	
February 10,
 2015

	
 

	
2.3274957%

	
 


	
August 10,
 2015

	
 

	
3.1535941%

	
 


	
February 10,
 2016

	
 

	
2.5604989%

	
 


	
August 10,
 2016

	
 

	
3.2208974%

	
 


	
February 10,
 2017

	
 

	
2.3327818%

	
 


	
August 10,
 2017

	
 

	
2.1224331%

	
 


	
February 10,
 2018

	
 

	
1.6934173%

	
 


	
August 10,
 2018

	
 

	
2.5657874%

	
 


	
February 10,
 2019

	
 

	
1.5150788%

	
 


	
August 10,
 2019

	
 

	
1.8996392%

	
 


	
February 10,
 2020

	
 

	
1.4440611%

	
 


	
August 10,
 2020

	
 

	
3.7872875%

	
 


	
February 10,
 2021

	
 

	
2.6533594%

	
 


	
August 10,
 2021

	
 

	
3.8512923%

	
 


	
February 10,
 2022

	
 

	
2.5579402%

	
 


	
August 10,
 2022

	
 

	
25.3060554%

	
 





Sch. III - 108






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES B EQUIPMENT NOTES

Boeing 777-232ER

N866DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
3.3346014%

	
 


	
August 10,
 2008

	
 

	
0.9101103%

	
 


	
February 10,
 2009

	
 

	
5.3232673%

	
 


	
August 10,
 2009

	
 

	
5.3232673%

	
 


	
February 10,
 2010

	
 

	
3.5183827%

	
 


	
August 10,
 2010

	
 

	
3.5183827%

	
 


	
February 10,
 2011

	
 

	
4.8434879%

	
 


	
August 10,
 2011

	
 

	
4.8434879%

	
 


	
February 10,
 2012

	
 

	
4.5693282%

	
 


	
August 10,
 2012

	
 

	
4.5693282%

	
 


	
February 10,
 2013

	
 

	
2.9700633%

	
 


	
August 10,
 2013

	
 

	
2.9700633%

	
 


	
February 10,
 2014

	
 

	
2.8329835%

	
 


	
August 10,
 2014

	
 

	
2.8329835%

	
 


	
February 10,
 2015

	
 

	
3.1756831%

	
 


	
August 10,
 2015

	
 

	
3.1756831%

	
 


	
February 10,
 2016

	
 

	
2.9929099%

	
 


	
August 10,
 2016

	
 

	
2.9929099%

	
 


	
February 10,
 2017

	
 

	
2.8101368%

	
 


	
August 10,
 2017

	
 

	
2.8101368%

	
 


	
February 10,
 2018

	
 

	
2.6273637%

	
 


	
August 10,
 2018

	
 

	
2.6273637%

	
 


	
February 10,
 2019

	
 

	
2.4445906%

	
 


	
August 10,
 2019

	
 

	
2.4445906%

	
 


	
February 10,
 2020

	
 

	
2.6273637%

	
 


	
August 10,
 2020

	
 

	
2.6273637%

	
 


	
February 10,
 2021

	
 

	
1.8277313%

	
 


	
August 10,
 2021

	
 

	
1.8277313%

	
 


	
February 10,
 2022

	
 

	
1.8277313%

	
 


	
August 10,
 2022

	
 

	
8.8009730%

	
 





Sch. III - 109






SCHEDULE
I to

Indenture and Security Agreement

(Cont’d)


EQUIPMENT
NOTES AMORTIZATION
SERIES C EQUIPMENT NOTES

Boeing 777-232ER

N866DA


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Percentage of

 Original Principal Amount

 to be Paid


	 

	
 

	 


	
February 10,
 2008

	
 

	
2.1466010%

	
 


	
August 10,
 2008

	
 

	
1.3846394%

	
 


	
February 10,
 2009

	
 

	
5.8828768%

	
 


	
August 10,
 2009

	
 

	
5.8828768%

	
 


	
February 10,
 2010

	
 

	
5.5299043%

	
 


	
August 10,
 2010

	
 

	
5.5299043%

	
 


	
February 10,
 2011

	
 

	
3.2944111%

	
 


	
August 10,
 2011

	
 

	
3.2944111%

	
 


	
February 10,
 2012

	
 

	
4.9122021%

	
 


	
August 10,
 2012

	
 

	
4.9122021%

	
 


	
February 10,
 2013

	
 

	
4.5592296%

	
 


	
August 10,
 2013

	
 

	
4.5592296%

	
 


	
February 10,
 2014

	
 

	
4.5592296%

	
 


	
August 10,
 2014

	
 

	
43.5522822%

	
 





Sch. III - 110







ANNEX A to
Note Purchase Agreement 



DEFINITIONS


	
 

	
 


	
 

	
          (a)
  Certain Rules of Construction. Unless the context otherwise requires,
  the following rules of construction shall apply for all purposes of the Note
  Purchase Agreement (including this Annex A). 








	
 

	
 

	
 


	
 

	
 

	
          (i) 
  Singular and Plural. The definitions stated in this Annex A apply equally
  to both the singular and the plural forms of the terms defined. 


	
 

	
 

	
 


	
 

	
 

	
          (ii) 
  References to Parts. All references in the Note Purchase Agreement to
  designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”,
  “Annexes” and other subdivisions are to the designated Article, Section,
  Subsection, Schedule, Exhibit, Annex or other subdivision of the Note
  Purchase Agreement, unless otherwise specifically stated. 


	
 

	
 

	
 


	
 

	
 

	
          (iii) 
  Reference to the Whole. The words “herein”, “hereof” and “hereunder” and
  other words of similar import refer to this Note Purchase Agreement as a
  whole and not to any particular Article, Section, Subsection, Schedule,
  Exhibit, Annex or other subdivision. 


	
 

	
 

	
 


	
 

	
 

	
          (iv) 
  Reference to Government. All references in this Note Purchase Agreement
  to a “government” are to such government and any instrumentality or agency
  thereof. 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (vi) 
  Notice and Notify. Whenever the words “notice” or “notify” or similar
  words are used herein, they mean the provision of formal notice as set forth
  in Section 5 of the Note Purchase Agreement. 


	
 

	
 

	
 


	
 

	
 

	
(b) Definitions.





                    “Additional
Series Equipment Notes” means Equipment Notes of each series issued under
an Indenture and designated other than as “Series A”, “Series B” or “Series C”
issued thereunder, if any, in the principal amount and maturities and bearing
interest as specified in Schedule I to such Indenture amended at the time of
original issuance of such Additional Series Equipment Notes under the heading
for such series. 


                    “Additional
Series Pass Through Certificates” means the pass through certificates
issued pursuant to any Additional Series Pass Through Trust Agreement. 






                    “Additional
Series Pass Through Trust” means a grantor trust created to facilitate the
issuance and sale of pass through certificates in connection with the issuance
of any Additional Series Equipment Notes. 


                    “Additional
Series Pass Through Trust Agreement” means a Trust Supplement entered into
in connection with the creation of an Additional Series Pass Through Trust,
together with the Basic Pass Through Trust Agreement, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms. 


                    “Additional
Series Pass Through Trustee” means, with respect to any Additional Series
Pass Through Trust, the trustee under the Additional Series Pass Through Trust
Agreement for such Additional Series Pass Through Trust, in its capacity as
pass through trustee thereunder. 


                    “Aircraft”
has the meaning set forth in the second recital to the Note Purchase Agreement.



                    “Applicable
Rating Agency” means (a) in the case of the Class A Pass Through
Trust, Fitch, Moody’s and Standard & Poor’s and (b) in the case of
the Class B Pass Through Trust and the Class C Pass Through Trust, Moody’s and
Standard & Poor’s 


                    “Bankruptcy
Code” means the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq.


                    “Basic
Pass Through Trust Agreement” means the Pass Through Trust Agreement, dated
as of November 16, 2000, between the Company and U.S. Bank (as successor in
interest to State Street Bank and Trust Company of Connecticut, National
Association), as such agreement may be supplemented, amended or modified, but
does not include any Trust Supplement. 


                    “Business
Day” means any day, other than a Saturday, Sunday or other day on which
commercial banks are authorized or required by law to close in New York, New
York, Atlanta, Georgia, or Wilmington, Delaware. 


                    “Certificated
Air Carrier” means a Citizen of the United States holding an air carrier
operating certificate issued by the Secretary of Transportation pursuant to
Chapter 447 of Title 49 of the United States Code for aircraft capable of
carrying ten or more individuals or 6,000 pounds or more of cargo or that
otherwise is certified or registered to the extent required to fall within the
purview of Section 1110. 


                    “Certificates”
has the meaning set forth in the third recital to the Note Purchase Agreement. 


                    “Certificateholder”
means the Person in whose name a Certificate is registered in the Register. 






                    “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”
means the class of Certificates issued by each Pass Through Trust. 


                    “Class
A Certificates” means Certificates issued by the Class A Pass Through
Trust. 


                    “Class
B Certificates” means Certificates issued by the Class B Pass Through
Trust. 


                    “Class
C Certificates” means Certificates issued by the Class C Pass Through
Trust. 


                    “Class
A Pass Through Trustee” has the meaning set forth in the fourth recital to
the Note Purchase Agreement. 


                    “Class
B Pass Through Trustee” has the meaning set forth in the fourth recital to
the Note Purchase Agreement. 


                    “Class
C Pass Through Trustee” has the meaning set forth in the fourth recital to
the Note Purchase Agreement. 


                    “Company”
means Delta Air Lines, Inc., a Delaware corporation. 


                    “Cut-Off
Date” means the earlier of (a) the day after the Delivery Period
Termination Date and (b) the date on which a Triggering Event occurs. 


                    “Delivery
Notice” has the meaning set forth in Section 1(b) of the Note Purchase
Agreement. 


                    “Delivery
Period Termination Date” means the earlier of (a) 90 days after the
Issuance Date, and (b) the date on which Equipment Notes issued with
respect to all of the Aircraft have been purchased by the Pass Through Trustees
in accordance with the Note Purchase Agreement. 


                    “Deposits”
has the meaning set forth in the fifth recital to the Note Purchase Agreement. 


                    “Deposit
Agreements” has the meaning set forth in the fifth recital to the Note
Purchase Agreement, subject to Section 4(a)(vi) of the Note Purchase Agreement.



                    “Depositary”
means, subject to Section 4(a)(vi) of the Note Purchase Agreement, Credit
Suisse, New York Branch, a branch of Credit Suisse, a banking corporation
organized under the laws of Switzerland. 






                    “Depositary
Threshold Ratings” has the meaning set forth in Section 4(a)(vi)(A) of the
Note Purchase Agreement. 


                    “EETC
Aircraft” means any Aircraft that is listed in Schedule I as subject to the
“2001-2 EETC” Existing Financing. 


                    “Equipment
Notes” means and includes any equipment notes issued under any Indenture in
the form specified in Section 2.01 thereof (as such form may be varied pursuant
to the terms of such Indenture) and any Equipment Note issued under any
Indenture in exchange for or replacement of any other Equipment Note. 


                    “Escrow
Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement. 


                    “Escrow
Agent Agreements” has the meaning set forth in Section 3(e)(i) of the Note
Purchase Agreement. 


                    “Escrow
and Paying Agent Agreements” has the meaning set forth in the fifth recital
to the Note Purchase Agreement. 


                    “Existing
Financings” has the meaning set forth in the second recital to the Note
Purchase Agreement. 


                    “FAA”
means the Federal Aviation Administration of the United States. 


                    “Final
Offering Memorandum” means the Offering Memorandum, dated October 4, 2007,
relating to $924,408,000 face amount of Class A Certificates, $265,366,000 face
amount of Class B Certificates, and $220,103,000 face amount of Class C
Certificates. 


                    “Financing
Agreements” means, collectively, with respect to any Aircraft, the
Participation Agreement, the Indenture and the Equipment Notes issued under
such Indenture, in each case relating to such Aircraft. 


                    “Fitch”
means Fitch Ratings, Inc. 


                    “Government
Entity” means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal,
authority, agency or other instrumentality of any such government or otherwise
exercising any executive, legislative, judicial, administrative or regulatory
functions of such government or (b) any other government entity having
jurisdiction over any matter contemplated by the Operative Agreements or
relating to the observance or performance of the obligations of any of the
parties to the Operative Agreements. 


                    “Indenture”
means an Indenture and Security Agreement substantially in the form of Exhibit
C to the Note Purchase Agreement. 


                    “Initial
Deposits” has the meaning set forth in the fifth recital to the Note
Purchase Agreement. 






                    “Initial
Purchasers” has the meaning set forth in the fourth recital to the Note
Purchase Agreement. 


                    “Intercreditor
Agreement” has the meaning set forth in the eighth recital to the Note
Purchase Agreement. 


                    “Issuance
Date” means the date of the original issuance of the Certificates. 


                    “Law”
means (a) any constitution, treaty, statute, law, decree, regulation,
order, rule or directive of any Government Entity, and (b) any judicial
or administrative interpretation or application of, or decision under, any of
the foregoing. 


                    “Liquidity
Facility” has the meaning set forth in the eighth recital to the Note
Purchase Agreement. 


                    “Liquidity
Provider” has the meaning set forth in the eighth recital to the Note
Purchase Agreement. 


                    “Loan
Trustee” means, with respect to any Aircraft, the “Loan Trustee” as defined
in the Financing Agreements in respect of such Aircraft. 


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


                    “Note
Purchase Agreement” means the Note Purchase Agreement to which this Annex A
is attached. 


                    “Notice
of Delivery Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3 thereof. 


                    “Operative
Agreements” means, collectively, the Pass Through Trust Agreements, the
Escrow and Paying Agent Agreements, the Deposit Agreements, the Liquidity
Facilities, the Intercreditor Agreement, the Certificates and, with respect to
each Aircraft in respect of which Equipment Notes are issued, the Financing
Agreements. 


                    “Participation
Agreement” means, the Participation Agreement substantially in the form of
Exhibit B to the Note Purchase Agreement. 


                    “Pass
Through Trust” has the meaning set forth in the third recital to the Note
Purchase Agreement. 


                    “Pass
Through Trustee” has the meaning set forth in the first paragraph of the
Note Purchase Agreement. 


                    “Pass
Through Trustees” has the meaning provided in the fourth recital to the
Note Purchase Agreement. 


                    “Pass
Through Trust Agreement” means each of the three separate Trust Supplements
referred to in the third recital to the Note Purchase Agreement, together in
each 






case with the
Basic Pass Through Trust Agreement, each dated as of the Issuance Date, by and
between the Company and Pass Through Trustee. 


                    “Paying
Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement. 


                    “Paying
Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note
Purchase Agreement. 


                    “Person”
means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability
company, government agency, committee, department, authority and other body,
corporate or incorporate, whether having distinct legal status or not, or any
member of any of the same. 


                    “Purchase
Agreement” has the meaning set forth in the fourth recital to the Note
Purchase Agreement. 


                    “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, (a) in the case of the Class A Pass Through Trust, Fitch, Moody’s
and Standard & Poor’s and (b) in the case of the Class B Pass
Through Trust and the Class C Trust Pass Through Trust, Moody’s and Standard
& Poor’s. 


                    “Register”
means the register maintained pursuant to Sections 3.04 and 7.12 of the Basic
Pass Through Trust Agreement with respect to each Pass Through Trust. 


                    “Replacement
Deposit Agreement” means, for each Class of Certificates, a deposit
agreement substantially in the form of the replaced Deposit Agreement for such
Class of Certificates as shall permit the Ratings Agencies to confirm in writing
their respective ratings then in effect for such Class of Certificates (before
the downgrading of such ratings, if any, as a result of the downgrading of the
Depositary, if applicable). 


                    “Replacement
Depositary” has the meaning set forth in Section 4(a)(vi)(A) of the Note
Purchase Agreement. 


                    “Scheduled
Delivery Date” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement. 


                    “Section
1110” means 11 U.S.C. § 1110 of the Bankruptcy Code or any successor or
analogous Section of the federal bankruptcy Law in effect from time to time. 


                    “Series
A Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series A” thereunder. 


                    “Series
B Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series B” thereunder. 






                    “Series
C Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series C” thereunder. 


                    “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 debt rating of such entity, and (c) in
the case of Standard & Poor’s, the short-term issuer credit rating of such
entity. 


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


                    “Subordination
Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement. 


                    “Subordinated
Lien Indenture” has the meaning set forth in Section 2(c) of the Note
Purchase Agreement.


                    “Taxes”
means all license, recording, documentary, registration and other similar fees
and all taxes, levies, imposts, duties, charges, assessments or withholdings of
any nature whatsoever imposed by any Taxing Authority, together with any
penalties, additions to tax, fines or interest thereon or additions thereto. 


                    “Taxing
Authority” means any federal, state or local government or other taxing
authority in the United States, any foreign government or any political
subdivision or taxing authority thereof, any international taxing authority or
any territory or possession of the United States or any taxing authority
thereof. 


                    “Triggering
Event” has the meaning assigned to such term in the Intercreditor
Agreement. 


                    “Trust
Supplement” means an agreement supplemental to the Basic Pass Through Trust
Agreement pursuant to which (a) a separate trust is created for the
benefit of the holders of the pass through certificates of a class, (b)
the issuance of the pass through certificates of such class representing
fractional undivided interests in such trust is authorized and (c) the
terms of the pass through certificates of such class are established. 


                    “U.S.
Bank” has the meaning set forth in the first paragraph of the Note Purchase
Agreement. 


                    “United
States” means the United States of America. 






EXHIBIT
A to

Note Purchase Agreement


FORM
OF DELIVERY NOTICE


DELIVERY NOTICE


Dated as of [__________]


	
 

	
 


	
To each of
 the addressees listed


	
 

	
in Schedule A
 hereto








	
 

	
 

	
 


	
 

	
Re: 

	
Delivery Notice in accordance with Note Purchase

 Agreement referred to below





Ladies and
Gentlemen:


          Reference
is made to the Note Purchase Agreement, dated as of October 11, 2007, among
Delta Air Lines, Inc. (the “Company”), U.S Bank Trust National
Association, as Pass Through Trustee under each of the Pass Through Trust
Agreements (as defined therein) (the “Pass Through Trustee”), U.S. Bank
Trust National Association, as Subordination Agent (the “Subordination Agent”),
U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”),
and U.S. Bank Trust National Association, as Paying Agent (the “Paying Agent”)
(as in effect from time to time, the “Note Purchase Agreement”). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
set forth in the Note Purchase Agreement or, to the extent not defined therein,
the Intercreditor Agreement.


          Pursuant
to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies
you, in respect of each of the aircraft described in Schedule B hereto (the “Aircraft”),
of the following:


	
 

	
 


	
(1)

	
The
 Scheduled Delivery Date of the Aircraft shall be [_________];


	
 

	
 


	
(2)

	
The
 aggregate amount of each series of Equipment Notes to be issued, and
 purchased by the respective Pass Through Trustees referred to below (each, a
 “Pass Through Trustee”), on the Scheduled Delivery Date, in connection
 with the financing of such Aircraft is as follows:








	
 

	
 

	
 


	
 

	
(a)

	
the Class A
 Pass Through Trustee shall purchase Series A Equipment Notes in the amount of
 $[__________]; 










-2-


	
 

	
 

	
 


	
 

	
(b)

	
the Class B
 Pass Through Trustee shall purchase Series B Equipment Notes in the amount of
 $[__________]; and


	
 

	
 

	
 


	
 

	
(c)

	
the Class C
 Pass Through Trustee shall purchase Series C Equipment Notes in the amount of
 $[__________]; and


	
 

	
 

	
 


	
(3)

	
Set forth on
 Schedule
 C hereto, with respect to each Pass Through Trustee, is the amount
 of each Equipment Note to be issued, and purchased by such Pass Through
 Trustee, on the Scheduled Delivery Date, in connection with the financing of
 such Aircraft.





          The
Company hereby instructs the Class A Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________] and
attach thereto a Notice of Delivery Withdrawal dated such date completed as set
forth on Exhibit
A hereto and (ii) deliver such Withdrawal Certificate and Notice of
Delivery Withdrawal to the applicable Escrow Agent.  


          The
Company hereby instructs the Class B Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________]
and attach thereto a Notice of Delivery Withdrawal dated such date completed as
set forth on Exhibit B hereto and (ii) deliver such Withdrawal Certificate
and Notice of Delivery Withdrawal to the applicable Escrow Agent.  


          The
Company hereby instructs the Class C Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________]
and attach thereto a Notice of Delivery Withdrawal dated such date completed as
set forth on Exhibit C hereto and (ii) deliver such Withdrawal Certificate
and Notice of Delivery Withdrawal to the applicable Escrow Agent.  


          The
Company hereby instructs each Pass Through Trustee to (i) purchase Equipment
Notes of a series and in an amount set forth opposite such Pass Through Trustee
in clause (2) above with a portion of the proceeds of the withdrawals of
Deposits referred to in the applicable Notice of Delivery Withdrawal referred
to above and (ii) re-deposit with the Depositary the excess, if any, of the
amount so withdrawn over the purchase price of such Equipment Notes.  


          The
Company hereby instructs each Pass Through Trustee to (a) enter into the
Participation Agreement (N[____]) dated as of [__________] among the Company
and U.S. Bank Trust National Association, as Loan Trustee, Subordination Agent
and each Pass Through Trustee, (b) perform its obligations thereunder and (c)
deliver such certificates, documents and legal opinions relating to such Pass
Through Trustee as required thereby.  






-3-


Yours
faithfully,


Delta Air Lines,
Inc.


	
 

	
 


	
By: 

	
 


	
 

	 


	
 

	
Name:


	
 

	
Title:










SCHEDULE A to

Delivery Notice


	
 

	
 


	
U.S. Bank
 Trust National Association, as


	
Pass Through Trustee


	
300 Delaware
 Avenue, 9th Floor


	
Mail Code EX-DE-WDAW


	
Wilmington, Delaware 19801


	
Attention:
 Corporate Trust Services


	
Telephone:
 (302) 576-3703


	
Facsimile:
 (302) 576-3717


	
 


	
U.S. Bank
 Trust National Association, as


	
 

	
Subordination
 Agent and Paying Agent


	
One Federal
 Street, 3rd Floor 


	
Mail Code EX-MA-FED


	
Boston, Massachusetts 02110


	
Attention:
 Corporate Trust Services


	
Ref.: Delta
 2007-1 EETC


	
Telephone:
 (617) 603-6553


	
Facsimile:
 (617) 603-6683


	
 


	
U.S. Bank
 National Association, as 


	
 

	
Escrow Agent


	
One Federal
 Street, 3rd Floor


	
Boston,
 Massachusetts 02110


	
Attention:
 Corporate Trust Services


	
Ref.: Delta
 2007-1 EETC


	
Telephone:
 (617) 603-6553


	
Facsimile:
 (617) 603-6683


	
 


	
Credit
 Suisse, New York Branch,


	
as Depositary


	
11 Madison
 Avenue


	
New York,
 New York 10010, 


	
Attention:
 Karl Studer


	
 

	
Telephone:
 (212) 325-9163


	
 

	
Facsimile:
 (212) 743-1894


	
Attention:
 James Palen


	
 

	
Telephone:
 (212) 538-4566


	
 

	
Facsimile:
 (212) 743-2025


	
Attention:
 Carl Paravati


	
 

	
Telephone:
 (212) 538-5869


	
 

	
Facsimile:
 (212) 538-5165










	
 

	
 


	
Standard
 & Poor’s Ratings Services


	
55 Water
 Street, 35th Floor


	
New York,
 New York 10004


	
Attention:
 Michael K. Vernier


	
 

	
Telephone:
 (212) 438-6629


	
 

	
Facsimile:
 (212) 438-6632


	
 

	
 


	
Moody’s
 Investors Service, Inc.


	
99 Church
 Street


	
New York,
 New York 10007


	
Attention:
 Michael Mulvaney


	
 

	
Telephone:
 (212) 553-1610


	
 

	
Facsimile:
 (212) 553-4661


	
 

	
 


	
Fitch
 Ratings, Inc.


	
One State
 Street Plaza


	
New York,
 New York 10004


	
 

	
Telephone:
 (212) 908-0500


	
 

	
Facsimile:
 (212) 480-4435










Schedule B to

Delivery Notice


[Description of Aircraft to be Delivered]






Schedule C to

Delivery Notice


[Description of each Equipment Note to be issued
and purchased

by each Pass Through Trustee with respect to each of the Aircraft

being delivered as set forth on Schedule B to the Delivery Notice]






Annex A to

Delivery Notice


WITHDRAWAL CERTIFICATE

(Class ___)


U.S. Bank
National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Ref.: Delta 2007-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683


Ladies and
Gentlemen:


                    Reference
is made to the Escrow and Paying Agent Agreement, dated as of October 11,
2007 (the “Agreement”). We hereby certify to you that the conditions to
the obligations of the undersigned to execute a Participation Agreement
pursuant to the Note Purchase Agreement have been satisfied. Pursuant to
Section 1.02(c) of the Agreement, please execute the attached Notice of
Delivery Withdrawal and immediately transmit by facsimile to the Depositary, at
Credit Suisse, New York Branch, 11 Madison Avenue, New York, New York 10010
(Attention: Karl Studer/James Palen/Carl Paravati).


                    Capitalized
terms used herein but not defined herein shall have the meanings set forth in
the Agreement.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION,


	
 

	
not in its
 individual capacity but solely as Pass


	
 

	
Through
 Trustee 


	
 

	
By: 

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated: As of
[__________ __, 2007]






Exhibit A to

Delivery Notice


	
 

	
 


	
NOTICE OF DELIVERY WITHDRAWAL


	
 


	
Credit
 Suisse, New York Branch,


	
as Depositary 


	
11 Madison
 Avenue


	
New York, New
 York 10010, 


	
Attention:
 Karl Studer


	
 

	
Telephone:
 (212) 325-9163


	
 

	
Facsimile:
 (212) 743-1894


	
Attention:
 James Palen


	
 

	
Telephone:
 (212) 538-4566


	
 

	
Facsimile:
 (212) 743-2025


	
Attention:
 Carl Paravati


	
 

	
Telephone:
 (212) 538-5869


	
 

	
Facsimile:
 (212) 538-5165





Ladies and
Gentlemen:


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


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


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


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated: As of
[__________ __, 2007]






Exhibit B to

Delivery Notice


NOTICE OF DELIVERY WITHDRAWAL


	
 

	
 


	
Credit
 Suisse, New York Branch,


	
as Depositary 


	
11 Madison
 Avenue


	
New York,
 New York 10010, 


	
Attention:
 Karl Studer


	
 

	
Telephone:
 (212) 325-9163


	
 

	
Facsimile:
 (212) 743-1894


	
Attention:
 James Palen


	
 

	
Telephone:
 (212) 538-4566


	
 

	
Facsimile:
 (212) 743-2025


	
Attention:
 Carl Paravati


	
 

	
Telephone:
 (212) 538-5869


	
 

	
Facsimile:
 (212) 538-5165





Ladies and
Gentlemen:


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


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


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


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 

	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated: As of
[__________ __, 2007]






Exhibit C to

Delivery Notice


NOTICE OF DELIVERY WITHDRAWAL


	
 

	
 


	
Credit
 Suisse, New York Branch,


	
as Depositary 


	
11 Madison
 Avenue


	
New York,
 New York 10010, 


	
Attention:
 Karl Studer


	
 

	
Telephone:
 (212) 325-9163


	
 

	
Facsimile:
 (212) 743-1894


	
Attention:
 James Palen


	
 

	
Telephone:
 (212) 538-4566


	
 

	
Facsimile:
 (212) 743-2025


	
Attention:
 Carl Paravati


	
 

	
Telephone:
 (212) 538-5869


	
 

	
Facsimile:
 (212) 538-5165





Ladies and Gentlemen:


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


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


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


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow Agent


	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated: As of
[__________ __, 2007]






EXHIBIT
B to

Note Purchase Agreement


FORM
OF PARTICIPATION AGREEMENT


[FILED SEPARATELY]






EXHIBIT
C to

Note Purchase Agreement


FORM
OF INDENTURE


[FILED SEPARATELY]