EXHIBIT 4.16 


EXECUTION VERSION 


REGISTRATION RIGHTS AGREEMENT


                    THIS
REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into
October 11, 2007, among Delta Air Lines, Inc., a Delaware corporation (the
“Company”), U.S. Bank Trust National Association, as Trustee (as defined
below), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and Merrill
Lynch, in their capacity as representatives (“Representatives”) of the several
initial purchasers (together with the Representatives, the “Initial
Purchasers”)). 


                    This
Agreement is made pursuant to the Purchase Agreement (the “Purchase
Agreement”), dated October 4, 2007, between the Company and the Initial
Purchasers, which provides for the sale by the Company to the Initial
Purchasers of $924,408,000 aggregate principal amount of the Company’s 6.821%
Class A Pass Through Certificates, Series 2007-1 (the “Class A Certificates”),
$265,366,000 aggregate principal amount of the Company’s 8.021% Class B Pass
Through Certificates, Series 2007-1 (the “Class B Certificates”) and
$220,103,000 aggregate principal amount of the Company’s 8.954% Class C Pass
Through Certificates (the “Class C Certificates” and, together with the Class A
Certificates and the Class B Certificates, the “Certificates”).  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchasers and its direct and indirect transferees the registration
rights set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Purchase
Agreement. 


                    In
consideration of the foregoing, the parties hereto agree as follows: 


                    1. Definitions.



                    As
used in this Agreement, the following capitalized defined terms shall have the
following meanings: 


                    “1933
Act” shall mean the Securities Act of 1933, as amended from time to time. 


                    “1934
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time. 


                    “Agreement”
shall have the meaning set forth in the preamble. 


                    “Certificates”
shall have the meaning set forth in the preamble. 


                    “Class
A Certificates” shall have the meaning set forth in the preamble. 


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          “Class
B Certificates” shall have the meaning set forth in the preamble. 


          “Class
C Certificates” shall have the meaning set forth in the preamble. 


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


          “Closing
Date” shall mean the Closing Date as defined in the Purchase Agreement. 


          “Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors. 


          “Exchange
Certificates” shall mean certificates issued by the Company under the Pass
Through Trust Agreements containing terms identical to the Certificates (except
that (i) interest thereon shall accrue from the last date on which interest was
paid on the Certificates or, if no such interest was paid, October 11, 2007,
(ii) in the case of Exchange Certificates issued for the Class A Certificates and
the Class B Certificates, such certificates will not contain restrictions on
transfer, and (iii) the Exchange Certificates are not entitled to Additional
Interest) and to be offered to Holders of Certificates in exchange for
Certificates pursuant to the Exchange Offer. 


          “Exchange
Dates” shall have the morning set forth in Section 2(a)(ii) of this
Agreement. 


          “Exchange
Offer” shall mean the exchange offer by the Company of Exchange
Certificates for Registrable Certificates pursuant to Section 2(a) hereof. 


          “Exchange
Offer Registration” shall mean a registration under the 1933 Act effected
pursuant to Section 2(a) hereof. 


          “Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein. 


          “Free
Writing Prospectus” shall mean each free writing prospectus (as defined in
Rule 405 under the 1933 Act) prepared by or on behalf of the Company or used by
the Company in connection with the Registrable Certificates or the Exchange
Certificates.  


          “Holder”
shall mean the Initial Purchasers, for so long as they own any Registrable
Certificates, and each of their successors, assigns and direct and indirect
transferees who become registered owners of Registrable Certificates under the Pass
Through Trust Agreements; provided that for purposes of Sections 4 and 5
of this Agreement, the term “Holder” shall include Participating Broker-Dealers
(as defined in Section 4(a)). 


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          “Initial
Purchasers” shall have the meaning set forth in the preamble. 


          “Investment
Grade Rating” shall mean one of the four highest categories assigned
long-term debt or in an equivalent short-term category (within either of which
there may be subcategories or gradations indicating relative standing) by at
least one nationally recognized statistical rating organization that is not an
affiliated person of the Company or any person involved in the organization of
the Company. 


          “Issuer
Information” shall mean material information about the Company or any of
its respective certificates that has been provided by or on behalf of the
Company.  


          “Majority
Holders” shall mean the Holders of a majority of the aggregate principal
amount of outstanding Registrable Certificates; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Certificates is required hereunder, Registrable Certificates held by the
Company or any of its affiliates (as such term is defined in Rule 405 under the
1933 Act) (other than the Initial Purchasers or subsequent Holders of
Registrable Certificates if such subsequent holders are deemed to be such
affiliates solely by reason of their holding of such Registrable Certificates)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage or amount. 


          “Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof. 


          “Pass
Through Trust Agreements” shall mean a pass through trust agreement between
the Company and the Trustee, dated November 16, 2000 and Trust Supplement No.
2007-1A with respect to the Class A Certificates, Trust Supplement No. 2007-1B
with respect to the Class B Certificates and Trust Supplement No. 2007-1C with
respect to the Class C Certificates, each dated as of the date hereof. 


          “Purchase
Agreement” shall have the meaning set forth in the preamble. 


          “Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Certificates
covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including all material
incorporated by reference therein. 


          “Registrable
Certificates” shall mean the Certificates; provided, however,
that the Certificates shall cease to be Registrable Certificates (i) when such
Certificates are exchanged for Exchange Certificates, (ii) when a Registration
Statement with respect to such Certificates shall have been declared effective
under the 1933 Act and such Certificates shall have been disposed of pursuant
to such Registration Statement, (iii) when such Certificates, in the case of
the Class A Certificates and the Class B Certificates, have been sold to the
public pursuant to Rule 144(k) (or any similar 


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provision then
in force, but not Rule 144A) under the 1933 Act or (iv) when such Certificates
shall have otherwise ceased to be outstanding. 


          “Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without
limitation:  (i) all SEC, stock exchange
or National Association of Securities Dealers, Inc. registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Certificates or Registrable Certificates),
(iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Pass Through Trust Agreements
under applicable securities laws, (vi) the fees and disbursements of the
Trustee and its counsel, (vii) the fees and disbursements of counsel for the
Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected
by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company, including the expenses of any special audits or
“cold comfort” letters required by or incident to such performance and
compliance, but excluding fees and expenses of counsel to the underwriters
(other than fees and expenses set forth in clause (ii) above) or the Holders
and underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Certificates by a Holder. 


          “Registration
Statement” shall mean any registration statement of the Company that covers
any of the Exchange Certificates or Registrable Certificates pursuant to the
provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein. 


          “SEC”
shall mean the Securities and Exchange Commission. 


          “Shelf
Registration” shall mean a registration effected pursuant to Section 2(b)
hereof. 


          “Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company pursuant to the provisions of Section 2(b) of this Agreement which
covers all of the Registrable Certificates on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and
all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.   


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          “TIA”
  shall have the meaning set forth in Section 3(1) of this Agreement. 


	
 

	
 


	
 

	
          “Trustee”
  shall mean the trustee with respect to the Certificates under the Pass
  Through Trust Agreements. 


	
 

	
 


	
 

	
          “Underwriter”
  shall have the meaning set forth in Section 3 hereof. 


	
 

	
 


	
 

	
          “Underwritten
  Registration” or “Underwritten Offering” shall mean a registration
  in which Registrable Certificates are sold to an Underwriter for reoffering
  to the public. 


	
 

	
 


	
 

	
          2. Registration
  Under the 1933 Act. 





                    (a)
To the extent not prohibited by any applicable law or applicable interpretation
of the Staff of the SEC, the Company shall use its reasonable best efforts to
cause to be filed an Exchange Offer Registration Statement covering the offer
by the Company to the Holders who are not prohibited by any law or policy of
the SEC, or applicable interpretation of the Staff of the SEC, from
participating in the Exchange Offer to exchange all of the Registrable
Certificates for Exchange Certificates, to have the Exchange Offer Registration
Statement declared effective and to have such Registration Statement remain
effective until the closing of the Exchange Offer.  The Company shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC
and use its reasonable best efforts to have the Exchange Offer consummated not
later than 270 days after the initial issuance of the Certificates (the
“Issuance Date”).  The Company shall
commence the Exchange Offer by mailing the related exchange offer Prospectus
and accompanying documents to each Holder, through DTC or otherwise, stating in
such Prospectus or accompanying documents, in addition to such other
disclosures as are required by applicable law: 


	
 

	
 


	
 

	
          (i)
  that the Exchange Offer is being made pursuant to this Agreement and that all
  Registrable Certificates validly tendered and not withdrawn will be accepted
  for exchange; 


	
 

	
 


	
 

	
          (ii)
  the dates of acceptance for exchange (which shall be a period of at least 20
  business days from the date such notice is mailed) (the “Exchange Dates”); 


	
 

	
 


	
 

	
          (iii)
  that any Registrable Certificate not tendered will remain outstanding and
  continue to accrue interest, but will not retain any rights under this
  Registration Rights Agreement; 


	
 

	
 


	
 

	
          (iv)
  that Holders electing to have a Registrable Certificate exchanged pursuant to
  the Exchange Offer will be required to surrender such Registrable
  Certificate, together with the enclosed letters of transmittal, to the
  institution and at the address
  (located in the
  Borough of Manhattan, The City of New York) specified in the notice prior to
  the close of business on the last Exchange Date; and 


	
 

	
 


	
 

	
          (v)
  that Holders will be entitled to withdraw their election, not later than the
  close of business on the last Exchange Date, by sending to the institution
  and at the address (located in the Borough of Manhattan, The City of New
  York) specified in the 





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notice a
  telegram, facsimile transmission or letter setting forth the name of such
  Holder, the principal amount of Registrable Certificates delivered for
  exchange and a statement that such Holder is withdrawing his election to have
  such Certificates exchanged. 


	
 

	
 


	
 

	
          As
  soon as practicable after the last Exchange Date, the Company shall:


	
 

	
 


	
 

	
          (i)
  accept for exchange Registrable Certificates or portions thereof tendered and
  not validly withdrawn pursuant to the Exchange Offer; and 


	
 

	
 


	
 

	
          (ii)
  deliver, or cause to be delivered, to the Trustee for cancellation all
  Registrable Certificates or portions thereof so accepted for exchange by the
  Company and issue, and cause the Trustee to promptly authenticate and mail to
  each Holder, an Exchange Certificate equal in principal amount to the
  principal amount of the Registrable Certificates surrendered by such Holder. 





The Company
shall use its reasonable best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws and regulations in connection with
the Exchange Offer.  The Exchange Offer
shall not be subject to any conditions, other than that the Exchange Offer does
not violate applicable law or any applicable interpretation of the Staff of the
SEC.  The Company shall inform the
Initial Purchasers of the names and addresses of the Holders to whom the Exchange
Offer is made, and the Initial Purchasers shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of
Registrable Certificates in the Exchange Offer. 


If the Company
effects the Exchange Offer, the Company shall be entitled to close the Exchange
Offer twenty (20) business days after such commencement (provided that the
Company has accepted all the Certificates theretofore validly tendered and not
withdrawn in accordance with the terms of the Exchange Offer).  


Each Holder
participating in the Exchange Offer shall be required to represent to the
Company in writing that at the time of the consummation of the Exchange Offer
(i) any Exchange Certificates received by such Holder will be acquired in the
ordinary course of business, (ii) such Holder will have no arrangements or
understanding with any Person to participate in the distribution (within the
meaning of the 1933 Act) of the Exchange Certificates (iii) such Holder is not
affiliate of either the Company within the meaning of Rule 405 under the 1933
Act, (iv) if such Holder is not a broker dealer, that it is not engaged in and
does not intend to engage in, the distribution of the Exchange Certificates and
(v) if such Holder is a broker dealer, that it will receive Exchange
Certificates for its own account in exchange for Certificates that were
acquired as a result of market making activities or other trading activities
and that it will be required to acknowledge that it will deliver a prospectus
in connection with the resale of such Exchange Certificates.  


                    (b)
In the event that, with respect to any Class of Certificates, the Company
determines that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the
applicable interpretations of the Staff of the SEC, the Company shall, in lieu
of effecting the registration of the applicable Exchange Certificates 


6






pursuant to
the Exchange Offer Registration Statement and at no cost to the holders of the
applicable Certificates, (i) as promptly as practicable, file with the SEC a
shelf registration statement covering resales of the applicable Certificates
(the “Shelf Registration Statement”), (ii) use its reasonable best efforts to cause the Shelf Registration Statement
to be declared effective under the Securities Act by the 270th calendar day
after the Issuance Date and (iii) use its reasonable best efforts to keep
effective the Shelf Registration Statement for a period of two years after its
effective date (or for such shorter period as shall end when all of the
applicable Certificates covered by the Shelf Registration Statement have been
sold pursuant thereto or may be freely sold pursuant to Rule 144 under the
Securities Act).  The Company further
agrees to supplement or amend the Shelf Registration Statement if required by
the rules, regulations or instructions applicable to the registration form used
by the Company for such Shelf Registration Statement or by the 1933 Act or by
any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such
Holder, and to use its best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Certificates copies of any such supplement or amendment promptly
after its being used or filed with the SEC. 


                    (c)
Each Holder agrees that if the Certificates do not have an Investment Grade
Rating and the Holder is (i) an affiliate of the Company or the applicable
Trust, or a broker-dealer selling or otherwise transferring Certificates
acquired directly from the Company for its own account, or (ii) an underwriter
as defined in Section 2(a)(11) of the 1933 Act, such Holder (a) may not resell
or otherwise transfer such Certificate under a Shelf Registration Statement,
(b) may only offer, sell or otherwise transfer such Certificates to qualified
institutional buyers within the meaning of Rule 144A of the rules and
regulations promulgated under the 1933 Act, and (c) with respect to the Class C
Certificates, may only offer, sell or otherwise transfer such Certificates in
accordance with the proper transfer restrictions. 


                    (d)
The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b).  Each Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder’s Registrable Certificates pursuant to the Shelf
Registration Statement. 



                    (e)
An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed
to have become effective unless it has been declared effective by the SEC; provided,
however, that, if, after it has been declared effective, the offering of
Registrable Certificates pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Certificates pursuant to such
Registration Statement may legally resume.
As provided for in the Pass Through Trust Agreements, in the event the
Exchange Offer is not consummated or the Shelf Registration Statement is not
declared effective on or prior to the 270th day (or, if such 270th
day is not a business day, the first business day thereafter) after the
Issuance Date, the interest rate on the applicable Certificates will be
increased by 0.50% per annum until the Exchange Offer is consummated or the
Shelf Registration Statement is declared  


7







effective by
the SEC. If the Shelf Registration Statement ceases to be effective for more
than 60 days, whether or not consecutive, during any 12- month period, the
interest rate per annum borne by the applicable Certificates shall be increased
by 0.50% from the 61st day until such time as the Shelf Registration Statement
again becomes effective. 


                    (f)
Without limiting the remedies available to the Initial Purchasers and the
Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company’s obligations under Section 2(a) and
Section 2(b) hereof. 


                    3. Registration
Procedures. 


                    In
connection with the obligations of the Company with respect to the Registration
Statements pursuant to Section 2(a) and Section 2(b) hereof, the Company shall
as reasonably expeditiously as possible: 


	
 

	
 


	
 

	
          (a)
 prepare and file with the SEC a Registration Statement on the appropriate
 form under the 1933 Act, which form (x) shall be selected by the Company (y)
 shall, in the case of a Shelf Registration, be available for the sale of the
 Registrable Certificates by the selling Holders thereof and (z) shall comply
 as to form in all material respects with the requirements of the applicable
 form and include all financial statements required by the SEC to be filed
 therewith, and use its reasonable best efforts to cause such Registration
 Statement to become effective and remain effective in accordance with Section
 2 hereof; 


	
 

	
 


	
 

	
          (b)
 prepare and file with the SEC such amendments and post-effective amendments
 to each Registration Statement as may be necessary to keep such Registration
 Statement effective for the applicable period under this Agreement and cause
 each Prospectus to be supplemented by any required prospectus supplement and,
 as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act; to
 keep each Prospectus current during the period described under Section 4(3)
 and Rule 174 under the 1933 Act that is applicable to transactions by brokers
 or dealers with respect to the Registrable Certificates or Exchange
 Certificates; 


	
 

	
 


	
 

	
          (c)
 in the case of a Shelf Registration, furnish to each Holder of Registrable
 Certificates, to counsel for the Initial Purchasers, to counsel for the
 Holders and to each Underwriter of an Underwritten Offering of Registrable
 Certificates, if any, without charge, as many copies of each Prospectus,
 including each preliminary Prospectus, and any amendment or supplement
 thereto and such other documents as such Holder or Underwriter may reasonably
 request, in order to facilitate the public sale or other disposition of the
 Registrable Certificates; and the Company consents to the use of such
 Prospectus and any amendment or supplement thereto in accordance with
 applicable law by each of the selling Holders of Registrable Certificates and
 any such Underwriters in connection with the offering and sale of the
 Registrable Certificates covered by and in the 





8







	
 

	
 


	
 

	
manner
 described in such Prospectus or any amendment or supplement thereto in
 accordance with applicable law; 


	
 

	
 


	
 

	
          (d)
 use its reasonable best efforts to register or qualify the Registrable
 Certificates under all applicable state securities or “blue sky” laws of such
 jurisdictions as any Holder of Registrable Certificates covered by a
 Registration Statement shall reasonably request in writing by the time the
 applicable Registration Statement is declared effective by the SEC, to
 cooperate with such Holders in connection with any filings required to be
 made with the National Association of Securities Dealers, Inc. and do any and
 all other acts and things which may be reasonably necessary or advisable to
 enable such Holder to consummate the disposition in each such jurisdiction of
 such Registrable Certificates owned by such Holder; provided, however,
 that the Company shall not be required to (i) qualify as a foreign
 corporation or as a dealer in securities in any jurisdiction where it would
 not otherwise be required to qualify but for this Section 3(d), (ii) file any
 general consent to service of process or (iii) subject itself to taxation in
 any such jurisdiction if it is not so subject; 


	
 

	
 


	
 

	
          (e)
 in the case of a Shelf Registration, notify each Holder of Registrable
 Certificates who has provided contact information to the Company, counsel for
 the Holders and counsel for the Initial Purchasers promptly and, if requested
 by any such Holder or counsel, confirm such advice in writing (i) when a
 Shelf Registration Statement has become effective and when any post-effective
 amendment thereto has been filed and becomes effective, (ii) of any request
 by the SEC or any state securities authority for amendments and supplements
 to a Shelf Registration Statement and Prospectus or for material additional
 information after the Shelf Registration Statement has become effective,
 (iii) of the issuance by the SEC or any state securities authority of any
 stop order suspending the effectiveness of a Shelf Registration Statement or
 the initiation of any proceedings for that purpose, (iv) if, between the
 effective date of a Shelf Registration Statement and the closing of any sale
 of Registrable Certificates covered thereby, the representations and
 warranties of the Company contained in any underwriting agreement, securities
 sales agreement or other similar agreement, if any, relating to the offering
 cease to be true and correct in all material respects or if the Company
 receives any notification with respect to the suspension of the qualification
 of the Registrable Certificates for sale in any jurisdiction or the
 initiation of any proceeding for such purpose, (v) of the happening of any
 event during the period a Shelf Registration Statement is effective which
 makes any statement made in such Shelf Registration Statement or the related
 Prospectus untrue in any material respect or which requires the making of any
 changes in such Shelf Registration Statement or Prospectus in order to make
 the statements therein (in the case of the Prospectus, in he light of the
 circumstances under which they were made) not misleading and (vi) of any
 determination by the Company that a post-effective amendment to a
 Registration Statement would be appropriate; 


	
 

	
 


	
 

	
          (f)
 make every reasonable effort to obtain the withdrawal of any order suspending
 the effectiveness of a Registration Statement at the earliest possible moment
 and provide immediate notice to each Holder of the withdrawal of any such
 order; 





9







	
 

	
 


	
 

	
          (g)
in the case of a Shelf Registration, furnish to each Holder of
Registrable Certificates, without charge, at least one conformed copy of each
Shelf Registration Statement and any post-effective amendment thereto
(without documents incorporated therein by reference or exhibits thereto,
unless requested);  


	
 

	
 


	
 

	
          (h)
 in the case of a Shelf Registration, cooperate with the selling
 Holders of Registrable Certificates to facilitate the timely preparation and
 delivery of certificates representing Registrable Certificates to be sold
 and, in the case of the Class A Certificates and the Class B Certificates,
 not bearing any restrictive legends, and enable such Registrable Certificates
 to be in such denominations (consistent with the provisions of the Pass
 Through Trust Agreements) and registered in such names as the selling Holders
 may reasonably request at least two business days prior to the closing of any
 sale of Registrable Certificates; 


	
 

	
 


	
 

	
          (i)
in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(v) hereof, use its reasonable best efforts to
prepare and file with the SEC a supplement or post-effective amendment to a
Shelf Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable
Certificates, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. The Company agrees to notify the Holders to suspend use
of the Prospectus as promptly as practicable after the occurrence of such an
event, and the Holders hereby agree to suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such
misstatement or omission;  


	
 

	
 


	
 

	
          (j)
 a reasonable time prior to the filing of any Registration Statement, any
 Prospectus, any amendment to a Registration Statement or amendment or
 supplement to a Prospectus or any document which is to be incorporated by
 reference into a Registration Statement or a Prospectus after initial filing
 of a Registration Statement, provide copies of such document to the Initial
 Purchasers and their counsel (and, in the case of a Shelf Registration
 Statement, the Holders and their counsel) and make such of the
 representatives of the Company as shall be reasonably requested by the
 Initial Purchasers or their counsel (and, in the case of a Shelf Registration
 Statement, the Holders or their counsel) available for discussion of such
 document, and shall not at any time file or make any amendment to the
 Registration Statement, any Prospectus or any amendment of or supplement to a
 Registration Statement or a Prospectus or any document which is to be
 incorporated by reference into a Registration Statement or a Prospectus, of
 which the Initial Purchasers and their counsel (and, in the case of a Shelf
 Registration Statement, the Holders and their counsel) shall not have
 previously been advised and furnished a copy or to which the Initial
 Purchasers or their counsel (and, in the case of a Shelf Registration
 Statement, the Holders or their counsel) shall object; 





10







	
 

	
 


	
 

	
          (k)
 obtain a CUSIP number for each Exchange Certificates or Registrable
 Certificates, as the case may be, not later than the effective date of a
 Registration Statement; 


	
 

	
 


	
 

	
          (l)
 cause the Pass Through Trust Agreements to be qualified under the Trust
 Indenture Act of 1939, as amended (the “TIA”), in connection with the
 registration of the Exchange Certificates or Registrable Certificates, as the
 case may be, cooperate with the Trustee and the Holders to effect such
 changes to the Pass Through Trust Agreements as may be required for the Pass
 Through Trust Agreements to be so qualified in accordance with the terms of the
 TIA and execute, and use its reasonable best efforts to cause the Trustee to
 execute, all documents as may be required to effect such changes and all
 other forms and documents required to be filed with the SEC to enable the
 Pass Through Trust Agreements to be so qualified in a timely manner; 


	
 

	
 


	
 

	
          (m)
in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Certificates, any
Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the
Holders, at reasonable times and in a reasonable manner, all financial and
other records, pertinent documents and properties of the Company, and cause
the respective officers, directors and employees of the Company to supply all
information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with a Shelf Registration Statement;
provided, however, that any records, information or documents that are
reasonably designated by the Company as confidential at the time of delivery
of such records, information or documents shall be kept confidential by such
persons, unless (i) such records, information or documents are in the public
domain or otherwise publicly available, (ii) disclosure of such records,
information or documents is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (subject to the
requirements of such order, and only after such person shall have given the
Company prompt, and, if possible, at least 48 hours, prior written notice of
such requirements so that the Company, at its expense, may undertake
appropriate action to prevent disclosure of such information or records;
provided that, should it be determined their disclosure is required, such
person will take all precautions in consultation with the Company to preserve
the confidentiality of such records, information or documents), (iii)
disclosure of such records, information or documents is required by law
(including any disclosure requirements pursuant to federal securities laws in
connection with the filing of any Registration Statement or the use of any
Prospectus referred to in this Agreement) or (iv) such records, information
or documents become available to any such person from a source other than the
Company and that such person reasonably believes was entitled to disclose
such records, information or documents to such person, and such sources is
not subject to any contractual, legal, fiduciary or other obligation of
confidentiality.  


	
 

	
 


	
 

	
          (n)
 use its reasonable best efforts to cause the Registrable Certificates or the
 Exchange Certificates, as the case may be, with respect to the Class A
 Certificates and the Class B Certificates, to continue to be rated by two
 nationally recognized statistical rating organizations (as such term is
 defined in Rule 436(g)(2) under the 1933 Act); 





11







	
 

	
 


	
 

	
          (o)
 if reasonably requested by any Holder of Registrable Certificates covered by
 a Registration Statement, (i) promptly incorporate in a Prospectus supplement
 or post-effective amendment such information with respect to such Holder as
 such Holder reasonably requests to be included therein and (ii) make all required
 filings of such Prospectus supplement or such post-effective amendment as
 soon as the Company has received notification of the matters to be
 incorporated in such filing; and 


	
 

	
 


	
 

	
          (p)
 in the case of a Shelf Registration, enter into such customary agreements and
 take all such other actions in connection therewith (including those
 requested by the Holders of a majority of the Registrable Certificates being
 sold) in order to expedite or facilitate the disposition of such Registrable
 Certificates including, but not limited to, an Underwritten Offering and in
 such connection, (i) to the extent possible, make such representations and
 warranties to the Holders and any Underwriters of such Registrable
 Certificates with respect to the business of the Company and its
 subsidiaries, the Registration Statement, Prospectus and documents
 incorporated by reference or deemed incorporated by reference, if any, in
 each case, in form, substance and scope as are customarily made by issuers to
 underwriters in underwritten offerings and confirm the same if and when
 requested, (ii) obtain opinions of counsel to the Company (which counsel and
 opinions, in form, scope and substance, shall be reasonably satisfactory to
 the Holders of a majority in principal amount of Registrable Certificates
 being sold and such Underwriters and their respective counsel) addressed to
 each selling Holder and Underwriter of Registrable Certificates, covering the
 matters customarily covered in opinions requested in connection with
 underwritten firm commitment offerings, (iii) obtain “cold comfort” letters
 from the independent certified public accountants of the Company (and, if
 necessary, any other certified public accountant of any subsidiary of the
 Company, or of any business acquired by the Company for which financial
 statements and financial data are or are required to be included in the
 Registration Statement) addressed to each selling Holder and Underwriter of
 Registrable Certificates, such letters to be in customary form and covering
 matters of the type customarily covered in “cold comfort” letters in
 connection with underwritten firm commitment offerings, and (iv) deliver such
 documents and certificates as may be reasonably requested by the Holders of a
 majority in principal amount of the Registrable Certificates being sold or
 the Underwriters, and which are customarily delivered in underwritten
 offerings, to evidence the continued validity of the representations and
 warranties of the Company made pursuant to clause (i) above and to evidence
 compliance with any customary conditions contained in an underwriting
 agreement. 





                    In
the case of a Shelf Registration Statement, the Company may require each Holder
of Registrable Certificates to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Certificates as the Company may from time to time reasonably
request in writing. The Company may exclude from such registrations the
Registrable Certificate of any Holder who fails to furnish such information
within 30 days after receiving such request. 


                    In
the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of
the kind described in 


12






Section
3(e)(v) hereof, such Holder will forthwith discontinue disposition of
Registrable Certificates pursuant to a Shelf Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof, and, if so directed by the Company, such
Holder will deliver to the Company (at its expense) all copies in its
possession, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Registrable Certificates current at the time of
receipt of such notice. If the Company shall give any such notice to suspend
the disposition of Registrable Certificates pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the
number of days during the period from and including the date of the giving of
such notice to and including the date when the Holders shall have received copies
of the supplemented or amended Prospectus necessary to resume such
dispositions. The Company may give any such notice only twice during any
365-day period and any such suspensions may not exceed 45 days for each
suspension and there may not be more than two suspensions in effect during any
365-day period. 


                    The
Holders of Registrable Certificates covered by a Shelf Registration Statement
who desire to do so may sell such Registrable Certificates in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or
investment bankers and manager or managers (the “Underwriters”) that will
administer the offering will be selected by the Majority Holders of the
Registrable Certificates included in such offering, subject to the consent of
the Company (which shall not be unreasonably withheld). 


                    4. Participation
of Broker-Dealers in Exchange Offer. 


                    (a)
The Staff of the SEC has taken the position that any broker-dealer that
receives Exchange Certificates for its own account in the Exchange Offer in
exchange for Certificates that were acquired by such broker-dealer as a result
of market-making or other trading activities (a “Participating Broker-Dealer”),
may be deemed to be an “underwriter” within the meaning of the 1933 Act and
must deliver a prospectus meeting the requirements of the 1933 Act in
connection with any resale of such Exchange Certificates. 


                    The
Company understands that it is the Staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Certificates, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Certificates owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Certificates for their own accounts,
so long as the Prospectus otherwise meets the requirements of the 1933 Act. 


                    (b)
In light of Section 4(a), notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be, reasonably requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order 


13






to expedite or
facilitate the disposition of any Exchange Certificates by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)
above; provided that:  


	
 

	
 


	
 

	
          (i)
 the Company shall not be required to amend or supplement the Prospectus
 contained in the Exchange Offer Registration Statement, as would otherwise be
 contemplated by Section 3(i), (A) after the Participating Broker-Dealers
 shall have disposed of the Registrable Certificates or (B) for a period
 exceeding 90 days after the last Exchange Date (as such period may be
 extended pursuant to the penultimate paragraph of Section 3 of this
 Agreement) and Participating Broker-Dealers shall not be authorized by the
 Company to deliver and shall not deliver such Prospectus after such period in
 connection with the resales contemplated by this Section 4; and 


	
 

	
 


	
 

	
          (ii)
the application of the Shelf Registration procedures set forth in Section 3
of this Agreement to an Exchange Offer Registration, to the extent not
required by the positions of the Staff of the SEC or the 1933 Act and the
rules and regulations thereunder, will be in conformity with the reasonable
request to the Company by the Initial Purchasers or with the reasonable
request in writing to the Company by one or more broker-dealers who certify
to the Initial Purchasers and the Company in writing that they anticipate
that they will be Participating Broker-Dealers; and provided further that, in
connection with such application of the Shelf Registration procedures set
forth in Section 3 to an Exchange Offer Registration, the Company shall be
obligated (x) to deal only with one entity representing the Participating Broker-Dealers,
which shall be Merrill Lynch unless it elects not to act as such
representative, (y) to pay the fees and expenses of only one counsel
representing the Participating Broker-Dealers, which shall be counsel to the
Initial Purchasers unless such counsel elects not to so act and (z) to cause
to be delivered only one, if any, “cold comfort” letter with respect to the
Prospectus in the form existing on the last Exchange Date and with respect to
each subsequent amendment or supplement, if any, effected during the period
specified in clause (i) above.  





                    (c)
The Initial Purchasers shall have no liability to the Company or any Holder
with respect to any request that it may make pursuant to Section 4(b) above. 


                    5. Indemnification
and Contribution. 


                    (a)
The Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of
the 1934 Act, or is under common control with, or is controlled by, any Initial
Purchaser or any Holder, from and against all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by the Initial Purchasers, any Holder or any such
controlling or affiliated Person in connection with defending or investigating
any such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment thereto) pursuant to which Exchange Certificates or Registrable
Certificates were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not 


14






misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto), any Free Writing
Prospectus or any Issuer Information filed or required to be filed pursuant to
Rule 433(d) under the 1933 Act in each case, taken together with the
prospectus, or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to the Initial Purchasers or any Holder furnished to the Company in
writing through Merrill Lynch or any selling Holder expressly for use therein.
In connection with any Underwritten Offering permitted by Section 3, the
Company will also indemnify the Underwriters, if any, and dealers participating
in the distribution, their officers and directors and each Person who controls
such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same
extent as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement. 


                    (b)
Each Holder agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Initial Purchasers and
the other selling Holders, and each of their respective directors, officers who
sign the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company to the Initial Purchasers
and the Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto), any Prospectus (or any
amendment or supplement thereto) or any Free Writing Prospectus. 


                    (c) In
case any proceeding (including any
governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to either paragraph (a) or paragraph
(b) above, such Person (the “indemnified party”) shall promptly notify the
Person against whom such indemnity may be sought (the “indemnifying party”) in
writing and the indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses
of more than one separate firm (in addition to any local counsel) for the
Initial Purchasers and all Persons, if any, who control any Initial Purchaser
within the meaning of either Section 15 of the 1933 Act or Section 20 of the
1934 Act, (b) the fees and expenses of more than one separate firm (in addition
to any local counsel) for the Company, its directors, its officers who sign the
Registration 


15






Statement and
each Person, if any, who controls the Company within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and all Persons, if any, who control
any Holders within the meaning of either such Section, and that all such fees
and expenses shall be reimbursed as they are incurred. In such case involving
the Initial Purchasers and Persons who control the Initial Purchasers, such
firm shall be designated in writing by the Initial Purchasers. In such case
involving the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. In all other cases, such firm
shall be designated by the Company. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the second and third
sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party shall not have reimbursed the indemnified party for such fees and
expenses of counsel in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding. 


                    (d) If
the indemnification provided for in
paragraph (a) or paragraph (b) of this Section 5 is unavailable to an
indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party or parties on the one hand and of the
indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company and the Holders shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Holders’ respective
obligations to contribute pursuant to this Section 5(d) are several in
proportion to the respective principal amount of Registrable Certificates of
such Holder that were registered pursuant to a Registration Statement. 


                    (e)
The Company and each Holder agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result of
the 


16






losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Certificates were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity. 


                    The
indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers, any Holder or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company, its officers or directors or any
Person controlling the Company, (iii) acceptance of any of the Exchange
Certificates and (iv) any sale of Registrable Certificates pursuant to a Shelf
Registration Statement. 


                    6.
Miscellaneous. 


                    (a) No
Inconsistent Agreements. The Company has
not entered into, and on or after the date of this Agreement will not enter
into, any agreement which is inconsistent with the rights granted to the
Holders of Registrable Certificates in this Agreement or otherwise conflicts with
the provisions hereof. The rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s other issued and outstanding securities under any such
agreements. 


                    (b)
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable
Certificates affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Certificates unless consented to
in writing by such Holder. 


                    (c)
Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; and (ii) if to the Company, initially at
the Company’s address 


17






set forth in
the Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c). 


                    All
such notices and communications shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery. 


                    Copies
of all such notices, demands, or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address specified
in the Pass Through Trust Agreements. 



                    (d)
Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without
the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Certificates in violation of the terms of the Purchase
Agreement. If any transferee of any Holder shall acquire Registrable
Certificates, in any manner, whether by operation of law or otherwise, such
Registrable Certificates shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Certificates such Person
shall be conclusively deemed to have agreed to be bound by and to perform all
of the terms and provisions of this Agreement and such Person shall be entitled
to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial
Purchasers) shall have no liability or obligation to the Company with respect
to any failure by a Holder to comply with, or any breach by any Holder of, any
of the obligations of such Holder under this Agreement.  


                    (e)
Purchases and Sales of Certificates. The
Company shall not, and shall use its best efforts to cause its affiliates (as
defined in Rule 405 under the 1933 Act) not to, purchase and then resell or
otherwise transfer any Certificates prior to the consummation of the Exchange
Offer or a Shelf Registration Statement being declared effective. 


                    (f)
Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of Holders hereunder. 


                    (g)
Counterparts. This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. 


                    (h)
Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof. 


                    (i)
Governing Law. This Agreement shall be governed by the laws of the State of New
York. 


18






                    (j)
Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 


                    (k)
Trustee. The Trustee shall take action as
may be reasonably requested by the Company in connection with the Company
satisfying its obligations arising under this Agreement.


19






EXHIBIT 4.16 


EXECUTION VERSION 


                    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above. 


	
 

	
 

	
 

	
 


	
 

	
DELTA AIR
 LINES, INC. 


	
 

	
 

	
 


	
 

	
By:

	
     /s/
 Paul A. Jacobson 


	
 

	
 

	 


	
 

	
Name:

	
Paul A.
 Jacobson 


	
 

	
Title: 

	
Vice
 President and Treasurer 


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK TRUST NATIONAL ASSOCIATION


	
 

	
 


	
 

	
By:

	
     /s/
 Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
Name:

	
Alison D.B.
 Nadeau 


	
 

	
Title:

	
Vice President
 





1






Confirmed and
accepted as of 

the date first above written: 


	
 

	
 


	
MERRILL
 LYNCH, PIERCE, FENNER & SMITH

	
 


	
INCORPORATED

	
 








	
 

	
 

	
 

	
 


	
By:

	
     /s/
 Andrew Loadsman

	
 


	
 

	 

	
 


	
 

	
  Name:

	
Andrew
 Loadsman

	
 


	
 

	
  Title:

	
Director

	
 


	
 

	
 

	
 

	
 


	
CREDIT
 SUISSE SECURITIES (USA) LLC


	
 

	
 

	
 

	
 


	
By:

	
     /s/
 James R. Palen, Jr.

	
 


	
 

	 

	
 


	
 

	
  Name:

	
James R.
 Palen, Jr.

	
 


	
 

	
  Title: 

	
Director

	
 





As
Representatives of the several Initial Purchasers