EXHIBIT 4.11


EXECUTION COPY


	
 


	 





ESCROW AND PAYING AGENT AGREEMENT

(Class B)


Dated as of October 11, 2007


among


U.S. BANK NATIONAL ASSOCIATION


as Escrow Agent


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


CREDIT SUISSE SECURITIES (USA) LLC


BARCLAYS CAPITAL INC.


CALYON SECURITIES (USA) INC.


GOLDMAN, SACHS & CO.


and


UBS SECURITIES LLC


as Initial Purchasers


U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity,

but solely as Pass Through Trustee

for and on behalf of

Delta Air Lines Pass Through Trust 2007-1B


as Pass Through Trustee


and


U.S. BANK TRUST NATIONAL ASSOCIATION


as Paying Agent


	
 


	 











TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page 


	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 


	
SECTION 1.

	
 

	
Escrow Agent

	
2


	
 

	
 

	
 

	
 


	
 

	
Section
 1.01.

	
 

	
Appointment
 of Escrow Agent

	
2


	
 

	
Section
 1.02.

	
 

	
Instruction;
 Etc

	
3


	
 

	
Section
 1.03.

	
 

	
Initial
 Escrow Amount; Issuance of Escrow Receipts

	
4


	
 

	
Section
 1.04.

	
 

	
Payments to
 Receiptholders

	
5


	
 

	
Section
 1.05.

	
 

	
Mutilated,
 Destroyed, Lost or Stolen Escrow Receipt

	
5


	
 

	
Section 1.06.

	
 

	
Additional
 Escrow Amounts

	
6


	
 

	
Section
 1.07.

	
 

	
Resignation
 or Removal of Escrow Agent

	
6


	
 

	
Section
 1.08.

	
 

	
Persons
 Deemed Owners

	
6


	
 

	
Section
 1.09.

	
 

	
Further
 Assurances

	
7


	
 

	
 

	
 

	
 

	
 


	
SECTION 2.

	
 

	
Paying
 Agent

	
7


	
 

	
 

	
 

	
 


	
 

	
Section
 2.01.

	
 

	
Appointment
 of Paying Agent

	
7


	
 

	
Section
 2.02.

	
 

	
Establishment
 of Paying Agent Account

	
7


	
 

	
Section
 2.03.

	
 

	
Payments
 from Paying Agent Account

	
7


	
 

	
Section
 2.04.

	
 

	
Withholding
 Taxes

	
8


	
 

	
Section
 2.05.

	
 

	
Resignation
 or Removal of Paying Agent

	
9


	
 

	
Section
 2.06.

	
 

	
Notice of
 Final Withdrawal

	
9


	
 

	
 

	
 

	
 

	
 


	
SECTION 3.

	
 

	
Payments

	
10


	
 

	
 

	
 

	
 


	
SECTION 4.

	
 

	
Other
 Actions

	
10


	
 

	
 

	
 

	
 


	
SECTION 5.

	
 

	
Representations
 and Warranties of the Escrow Agent

	
10


	
 

	
 

	
 

	
 


	
SECTION 6.

	
 

	
Representations
 and Warranties of the Paying Agent

	
11


	
 

	
 

	
 

	
 


	
SECTION 7.

	
 

	
Indemnification

	
13


	
 

	
 

	
 

	
 


	
SECTION 8.

	
 

	
Amendment, Etc

	
13


	
 

	
 

	
 

	
 


	
SECTION 9.

	
 

	
Notices

	
13


	
 

	
 

	
 

	
 


	
SECTION 10.

	
 

	
Transfer

	
14


	
 

	
 

	
 

	
 


	
SECTION 11.

	
 

	
Entire
 Agreement

	
14


	
 

	
 

	
 

	
 


	
SECTION 12.

	
 

	
Governing
 Law

	
14


	
 

	
 

	
 

	
 


	
SECTION 13.

	
 

	
Submission
 to Jurisdiction in New York

	
14










	
 

	
 

	
 

	
 

	
 


	
SECTION 14.

	
 

	
Waiver of
 Jury Trial Right

	
15


	
 

	
 

	
 

	
 


	
SECTION 15.

	
 

	
Counterparts

	
15


	
 

	
 

	
 

	
 


	
SECTION 16.

	
 

	
Rights of
 Holders

	
15


	
 

	
 

	
 

	
 


	
Exhibit A

	
 

	
Escrow
 Receipt

	
 


	
 

	
 

	
 

	
 


	
Exhibit B

	
 

	
Withdrawal
 Certificate

	
 












          ESCROW
AND PAYING AGENT AGREEMENT (Class B) dated as of October 11, 2007 (as amended,
modified or supplemented from time to time, this “Agreement”) among U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in
such capacity, together with its successors in such capacity, the “Escrow
Agent”); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT
SUISSE SECURITIES (USA) LLC, BARCLAYS CAPITAL INC., CALYON SECURITIES (USA)
INC., GOLDMAN, SACHS & CO., and UBS SECURITIES LLC, as Initial Purchasers
of the Certificates referred to below (the “Initial Purchasers” and
together with their respective transferees and assigns as registered owners of
the Certificates, the “Investors”) under the Purchase Agreement referred
to below; U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association,
not in its individual capacity except as otherwise expressly provided herein,
but solely as trustee (in such capacity, together with its successors in such
capacity, the “Pass Through Trustee”) under the Pass Through Trust
Agreement referred to below; and U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as paying agent hereunder (in such capacity,
together with its successors in such capacity, the “Paying Agent”). 


W I T N E S S E T H


          WHEREAS,
Delta Air Lines, Inc. (“Delta”) and the Pass Through Trustee have
entered into a Trust Supplement, dated as of October 11, 2007 (the “Trust
Supplement”), to the Pass Through Trust Agreement, dated as of November 16,
2000 (together, as amended, modified or supplemented from time to time in
accordance with the terms thereof, the “Pass Through Trust Agreement”),
relating to Delta Air Lines Pass Through Trust 2007-1B (the “Pass Through
Trust”) pursuant to which the Delta Air Lines Pass Through Trust, Series
2007-1B Certificates referred to therein (the “Certificates”) are being
issued (the date of such issuance, the “Issuance Date”); 


          WHEREAS,
Delta and the Initial Purchasers have entered into a Purchase Agreement dated
as of October 4, 2007 (as amended, modified or supplemented from time to time
in accordance with the terms thereof, the “Purchase Agreement”) pursuant
to which the Pass Through Trustee will issue and sell the Certificates to the
Initial Purchasers; 


          WHEREAS,
Delta, the Pass Through Trustee, certain other pass through trustees and
certain other persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (the “Note Purchase Agreement”),
pursuant to which the Pass Through Trustee has agreed to acquire from time to
time on or prior to the Delivery Period Termination Date (as defined in the
Note Purchase Agreement) equipment notes (the “Equipment Notes”) in
respect of aircraft owned by Delta, utilizing a portion of the proceeds from
the sale of the Certificates (the “Net Proceeds”); 







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


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


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


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


          SECTION
1. Escrow Agent.


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







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


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


                    (a)
to enter into the Deposit Agreement, and, if requested by the Company pursuant
to Section 4(a)(vi) of the Note Purchase Agreement, to enter into a Replacement
Deposit Agreement with the Replacement Depositary specified by the Company; 


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


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


                    (d)
upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee,
together with an attached Notice of Replacement Withdrawal in substantially the
form of Exhibit C to the Deposit Agreement duly completed by the Pass Through
Trustee, to: 







	
 

	
 


	
 

	
                    (X)
 give such Notice of Replacement Withdrawal to the Depositary requesting a
 withdrawal, on the date specified in such notice, which shall not be less
 than five Business Days after such notice is given (the “Replacement
 Withdrawal Date”), of all Deposits then held by the Depositary together
 with all accrued and unpaid interest on such Deposits to but excluding the
 Replacement Withdrawal Date; and 


	
 

	
 


	
 

	
                    (Y)
 direct the Depositary to transfer such Deposits and accrued interest on
 behalf of the Escrow Agent to the Replacement Depositary in accordance with
 the Replacement Deposit Agreement; and






                    (e)
if there are any undrawn Deposits (as defined in the Deposit Agreement) on the
“Termination Date”, which shall mean the earlier of (i) January 9, 2008
and (ii) the day on which the Escrow Agent receives notice from the Pass
Through Trustee that the Pass Through Trustee’s obligation to purchase
Equipment Notes under the Note Purchase Agreement has terminated, to
immediately give notice to the Depositary (with a copy to the Paying Agent)
substantially in the form of Exhibit B to the Deposit Agreement requesting a
withdrawal of all of the remaining Deposits, together with accrued and unpaid
interest on such Deposits to the date of withdrawal, on the 15th day
after the date that such notice of withdrawal is given to the Depositary (or,
if not a Business Day, on the next succeeding Business Day) (a “Final
Withdrawal” and the date of such requested withdrawal, the “Final Withdrawal
Date”).  


If for any
reason the Escrow Agent shall have failed to give the Final Withdrawal Notice
to the Depositary on or before January 9, 2008, and there are unwithdrawn
Deposits on such date, the Final Withdrawal Date shall be deemed to be January
24, 2008. 


          Section
1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow
Agent hereby directs the Initial Purchasers to, and the Initial Purchasers
hereby acknowledge that on the date hereof they shall, irrevocably deliver to
the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars (“Dollars”)
and immediately available funds equal to $265,366,000 for deposit on behalf of
the Escrow Agent with the Depositary in accordance with Section 2.1 of the
Deposit Agreement. The Initial Purchasers hereby instruct the Escrow Agent,
upon receipt by the Depositary of such sum from the Initial Purchasers, to confirm
such receipt by executing and delivering to the Pass Through Trustee an Escrow
Receipt in the form of Exhibit A hereto (an “Escrow Receipt”) (a) to be
affixed by the Pass Through Trustee to each Certificate and (b) to evidence the
same percentage interest (the “Escrow Interest”) in the Account Amounts
(as defined below) as the Fractional Undivided Interest in the Pass Through
Trust evidenced by the Certificate to which it is to be affixed. The Escrow
Agent shall provide to the Pass Through Trustee for attachment to each
Certificate newly issued under and in accordance with the Pass Through Trust
Agreement an executed Escrow Receipt as the Pass Through Trustee may from time
to time request of the Escrow Agent. Each Escrow Receipt shall be registered by
the Escrow Agent in a register (the “Register”) maintained 







by the Escrow
Agent in the name of the same holder that is the holder of the Certificate to
which it is attached and may not thereafter be detached from such Certificate
to which it is to be affixed prior to the Final Withdrawal (the “Final
Distribution”). After the Final Distribution, no additional Escrow Receipts
shall be issued and the Pass Through Trustee shall request the return to the
Escrow Agent for cancellation of all outstanding Escrow Receipts. 


          Section
1.04. Payments to Receiptholders. All payments and distributions made to
holders of an Escrow Receipt (collectively “Receiptholders”) in respect
of the Escrow Receipt shall be made only from amounts deposited in the Paying
Agent Account (as defined below) (“Account Amounts”). Each Receiptholder,
by its acceptance of an Escrow Receipt, agrees that (a) it will look
solely to the Account Amounts for any payment or distribution due to such
Receiptholder pursuant to the terms of the Escrow Receipt and this Agreement
(subject to Section 15 hereof) and (b) it will have no recourse to
Delta, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except
as expressly provided herein or in the Pass Through Trust Agreement. No
Receiptholder shall have any right to vote or in any manner otherwise control
the operation and management of the Paying Agent Account or the obligations of
the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Escrow Receipt, be construed so as to constitute the
Receiptholders from time to time as partners or members of an association. 


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


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


          Any duplicate
Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive
evidence of the appropriate Escrow Interest in the Account Amounts, as if 







originally
issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be
found at any time. 


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


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


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


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







          Section
1.09. Further Assurances. The Escrow Agent agrees to take such actions,
and execute such other documents, as may be reasonably requested by the Pass
Through Trustee in order to effectuate the purposes of this Agreement and the
performance by the Escrow Agent of its obligations hereunder. 


          SECTION 2. Paying
Agent. 


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


          Section
2.02. Establishment of Paying Agent Account. The Paying Agent shall
establish a deposit account (the “Paying Agent Account”) with U.S. Bank
Trust National Association in the name of the Escrow Agent. It is expressly
understood by the parties hereto that the Paying Agent is acting as the paying
agent of the Escrow Agent hereunder and that no amounts on deposit in the
Paying Agent Account constitute part of the Trust Property. The Paying Agent
shall be under no obligation to invest any amounts held by it pursuant to the
terms of this Agreement. 


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


                    (a)
On February 10, 2008 or as soon thereafter as the Paying Agent has confirmed
receipt in the Paying Agent Account from the Depositary of any amount in
respect of accrued interest on the Deposits, the Paying Agent shall distribute
out of the 







Paying Agent
Account the entire amount deposited therein by the Depositary. There shall be
so distributed to each Receiptholder of record in the Register on the 15th
day (whether or not a Business Day) preceding February 10, 2008 by check mailed
to such Receiptholder, at the address appearing in the Register, such
Receiptholder’s pro rata share (based on the Escrow Interest in the Account
Amounts held by such Receiptholder) of the total amount of interest deposited
by the Depositary in the Paying Agent Account on such date, except that, with
respect to Escrow Receipts registered on the Record Date in the name of a
nominee of The Depository Trust Company (“DTC”), such distribution shall
be made by wire transfer in immediately available funds to the account
designated by DTC. 


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


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


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


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







thereof, it will deliver to each such Receiptholder
appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such Receiptholder may reasonably request
from time to time. The Paying Agent agrees to file any other information
reports as it may be required to file under United States law.


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


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


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



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


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







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


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


          SECTION
4. Other Actions. The Escrow Agent shall take such other actions under
or in respect of the Deposit Agreement (including, without limitation, the
enforcement of the obligations of the Depositary thereunder) as the Investors,
by an Action of Investors, may from time to time request, and agrees not to
amend, supplement or otherwise modify the Deposit Agreement without an Action
of Investors, except that no such Action of Investors will be required for an
amendment that may be necessary or desirable to give effect to the replacement
of the Depositary.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
                    (iii)
 the execution, delivery and performance of each of this Agreement, the
 Deposit Agreement and any Replacement Deposit Agreement have been duly
 authorized by all necessary corporate action on the part of it and do not
 require any stockholder approval, or approval or consent of any trustee or
 holder of any indebtedness or obligations of it, and each such document
 (other 











	
 

	
 


	
 

	
than a Replacement Deposit Agreement) has been duly
 executed and delivered by it and constitutes its legal, valid and binding
 obligations enforceable against it in accordance with the terms hereof or
 thereof except as such enforceability may be limited by bankruptcy,
 insolvency, moratorium, reorganization or other similar laws or equitable
 principles of general application to or affecting the enforcement of
 creditors’ rights generally (regardless of whether such enforceability is
 considered in a proceeding in equity or at law);


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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







	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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











          or
administrative agency so as to adversely affect its ability to perform its
obligations under this Agreement. 


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


          SECTION
8. Amendment, Etc. Upon request of the Pass Through Trustee and approval
by an Action of Investors, the Escrow Agent and Paying Agent shall enter into
an amendment to this Agreement, so long as such amendment does not adversely
affect the rights or obligations of the Escrow Agent or the Paying Agent,
provided that upon request of the Pass Through Trustee and without any consent
of the Investors, the Escrow Agent and Paying Agent shall enter into an
amendment to this Agreement for any of the following purposes:  


	
 

	
 


	
 

	

                    (1)
to correct or supplement any provision in this Agreement which may be
defective or inconsistent with any other provision herein or to cure any
ambiguity or correct any mistake or to modify any other provision with
respect to matters or questions arising under this Agreement, provided that any
such action shall not materially adversely affect the interests of the
Investors; or 


	
 

	
 


	
 

	
                    (2)
 to comply with any requirement of the SEC, applicable law, rules or
 regulations of any exchange or quotation system on which the Certificates are
 listed or any regulatory body; or


	
 

	
 


	
 

	
                    (3)
 to evidence and provide for the acceptance of appointment under this
 Agreement of a successor Escrow Agent, successor Paying Agent or successor
 Pass Through Trustee.





          SECTION
9. Notices. Unless otherwise expressly provided herein, any notice or other
communication under this Agreement shall be in writing (including by facsimile)
and shall be deemed to be given and effective upon receipt thereof. All notices
shall be sent to (a) in the case of the Investors, as their respective
addresses shall appear in the Register, (b) in the case of the Escrow Agent,
U.S. Bank National Association, One Federal Street, 3rd Floor, Mail
Code EX-MA-FED, Boston, Massachusetts 02110, Attention: Corporate Trust
Services (Telecopier: (617) 603-6683), (c) in the case of the  






Pass Through
Trustee, U.S. Bank Trust National Association, 300 Delaware Avenue, 9th
Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Attention: Corporate
Trust Services (Telecopier: (302) 576-3717) or (d) in the case of the Paying
Agent, U.S. Bank Trust National Association, One Federal Street, 3rd
Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Attention: Corporate
Trust Services (Telecopier: (617) 603-6683), in each case with a copy to Delta,
Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30354, Attention:
Treasurer, Dept. 856 (Telecopier: (404) 773-7345), with a copy to General
Counsel at the same address, but Dept. 971 (Telecopier: (404) 715-7882) (or at
such other address as any such party may specify from time to time in a written
notice to the other parties). On or prior to the execution of this Agreement,
the Pass Through Trustee has delivered to the Escrow Agent a certificate
containing specimen signatures of the representatives of the Pass Through
Trustee who are authorized to give notices and instructions with respect to
this Agreement. The Escrow Agent may conclusively rely on such certificate until
the Escrow Agent receives written notice from the Pass Through Trustee to the
contrary.  


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


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


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


          SECTION
12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. 


          SECTION
13. Submission to Jurisdiction in New York. Each of the parties hereto,
to the extent it may do so under applicable law, hereby (a) irrevocably submits
itself to the non-exclusive jurisdiction of the courts of the State of New York
sitting in the City of New York and to the non-exclusive jurisdiction of the
United States District  








Court for the
Southern District of New York, for the purposes of any suit, action or other
proceeding arising out of this Agreement, the subject matter hereof or any of
the transactions contemplated hereby brought by any party or parties hereto, or
their successors or permitted assigns and (b) waives, and agrees not to assert,
by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that
this Agreement or the subject matter hereof or any of the transactions
contemplated hereby may not be enforced in or by such courts.  


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


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


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







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


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION,


	
 

	
as Escrow
 Agent


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By

	
    /s/
 Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau


	
 

	
 

	
Title: Vice
 President











	
 

	
 

	
 


	
 

	
MERRILL
 LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT SUISSE SECURITIES
 (USA) LLC, BARCLAYS CAPITAL INC., CALYON SECURITIES (USA) INC., GOLDMAN,
 SACHS & CO., and UBS SECURITIES LLC, as Initial Purchasers


	
 

	
 


	
 

	
By: MERRILL
 LYNCH, PIERCE, 

 FENNER & SMITN INCORPORATED


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Andrew Loadsman


	
 

	
 

	 


	
 

	
 

	
Name:
   Andrew Loadsman


	
 

	
 

	
Title:
     Director


	
 

	
 

	
 


	
 

	
By:

	
CREDIT
 SUISSE SECURITIES (USA) LLC


	
 

	
 

	
 


	
 

	
By

	
  /s/
 James Palen


	
 

	
 

	 


	
 

	
 

	
Name:
  James Palen


	
 

	
 

	
Title:
  Director


	
 

	
 

	
 


	
 

	
By:

	
BARCLAYS
 CAPITAL INC.


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Pamela Kendall


	
 

	
 

	 


	
 

	
 

	
Name:
  Pamela Kendall


	
 

	
 

	
Title:
    Director


	
 

	
 

	
 


	
 

	
By:

	
CALYON
 SECURITIES (USA) INC.


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Ronald S. Krolick


	
 

	
 

	 


	
 

	
 

	
Name:
  Ronald S. Krolick


	
 

	
 

	
Title:
    Managing Director












	
 

	
 

	
 


	
 

	
By:

	
GOLDMAN,
 SACHS & CO.


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Goldman, Sachs & Co.


	
 

	
 

	 


	
 

	
 

	
Name:
  Goldman, Sachs & Co.


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By:

	
UBS
 SECURITIES LLC


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Cecilia Park


	
 

	
 

	 


	
 

	
 

	
Name:
  Cecilia Park


	
 

	
 

	
Title:
    Executive Director


	
 

	
 

	
 


	
 

	
By

	
  /s/
 Alison Mason


	
 

	
 

	 


	
 

	
 

	
Name:
  Alison Mason


	
 

	
 

	
Title:
    Director











	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as
 Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust
 2007-1B


	
 

	
 

	
 


	
 

	
By

	
     /s/
 Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:
   Alison D.B. Nadeau


	
 

	
 

	
Title:
     Vice President


	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL
 ASSOCIATION,


	
 

	
 

	
as Paying
 Agent


	
 

	
 

	
 


	
 

	
By

	
     /s/
 Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name:
   Alison D.B. Nadeau


	
 

	
 

	
Title:
     Vice President











EXHIBIT A 


DELTA AIR LINES 2007-1B ESCROW RECEIPT


No. __


          This
Escrow Receipt evidences a fractional undivided interest in amounts (“Account
Amounts”) from time to time deposited on behalf of the holder hereof into a
certain paying agent account (the “Paying Agent Account”) described in
the Escrow and Paying Agent Agreement (Class B) dated as of October 11, 2007
(as amended, modified or supplemented from time to time, the “Escrow and
Paying Agent Agreement”) among U.S. Bank National Association, as
Escrow Agent (in such capacity, together with its successors in such capacity,
the “Escrow Agent”), Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Calyon
Securities (USA) Inc., Goldman, Sachs & Co., and UBS Securities LLC, as
Initial Purchasers, U.S. Bank Trust National Association, as Pass Through
Trustee (in such capacity, together with its successors in such capacity, the “Pass
Through Trustee”) and U.S. Bank Trust National Association, as paying
agent (in such capacity, together with its successors in such capacity, the “Paying
Agent”). Capitalized terms not defined herein shall have the meanings
assigned to them in the Escrow and Paying Agent Agreement. 


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


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


          All
payments and distributions made to Receiptholders in respect of the Escrow
Receipt shall be made only from Account Amounts deposited in the Paying Agent
Account. The holder of this Escrow Receipt, by its acceptance of this Escrow
Receipt, agrees that it will look solely to the Account Amounts for any payment
or distribution due to it pursuant to this Escrow Receipt (or, in case the
Depositary shall default in its obligation to make a payment under the Deposit
Agreement that would be an Account Amount, to the Depositary) and that it will
not have any recourse to Delta, the Pass Through Trustee, the Paying Agent or
the Escrow Agent, except as expressly provided herein or in the Pass Through
Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right
to vote or in any manner otherwise control the operation and management of the
Paying Agent Account, nor shall anything set forth herein, or 







contained in
the terms of this Escrow Receipt, be construed so as to constitute the
Receiptholders from time to time as partners or members of an association. 


          This
Escrow Receipt may not be assigned or transferred except in connection with the
assignment or transfer of the Certificate to which this Escrow Receipt is
affixed. After payment to the holder hereof of its Escrow Interest in the Final
Distribution, upon the request of the Pass Through Trustee, the holder hereof
will return this Escrow Receipt to the Pass Through Trustee. 


          The
Paying Agent may treat the person in whose name the Certificate to which this
Escrow Receipt is attached as the owner hereof for all purposes, and the Paying
Agent shall not be affected by any notice to the contrary. 


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

2






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


	
 

	
 

	
 


	
Dated:
  _______, 2007

	
 

	
 


	
 

	
U.S. Bank
  National Association,


	
 

	
 

	
as Escrow
  Agent


	
 


	
 

	
By

	
 

	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





3






EXHIBIT B 


WITHDRAWAL CERTIFICATE 

(Class B)


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 


Ladies and
Gentlemen: 


          Reference
is made to the Escrow and Paying Agent Agreement (Class B), 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] [We hereby notify
you that the Depositary is being replaced in accordance with Section 4(a)(vi)
of the Note Purchase Agreement]. Pursuant to Section [1.02(c)][1.02(d)] of the
Agreement, please execute the attached [Notice of Delivery Withdrawal][Notice
of Replacement 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: __________, 2007