EXHIBIT
4.3


EXECUTION
VERSION


TRUST
SUPPLEMENT NO. 2007-1C


Dated as of
October 11, 2007


between


DELTA
AIR LINES, INC.


and


U.S.
BANK TRUST NATIONAL
ASSOCIATION,


as Trustee,


To


PASS
THROUGH TRUST AGREEMENT

Dated as of November 16, 2000


Delta Air Lines
Pass Through Trust 2007-1C

Delta Air Lines Pass Through Certificates,

Series 2007-1C






TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  2

  
	
   

  	
  Section 1.01

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II DECLARATION OF TRUST

  	
  9

  
	
   

  	
  Section 2.01

  	
  Declaration of Trust

  	
  9

  
	
   

  	
  Section 2.02

  	
  Permitted Activities

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III THE CERTIFICATES

  	
  10

  
	
   

  	
  Section 3.01

  	
  The Certificates

  	
  10

  
	
   

  	
  Section 3.02

  	
  Terms and Conditions

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS C
  CERTIFICATES

  	
  12

  
	
   

  	
  Section 4.01

  	
  Issuance of Class C Certificates

  	
  12

  
	
   

  	
  Section 4.02

  	
  Restrictive Legends

  	
  13

  
	
   

  	
  Section 4.03

  	
  Book-Entry Provisions for Global Certificates

  	
  15

  
	
   

  	
  Section 4.04

  	
  Special Transfer Provisions

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V DISTRIBUTION; STATEMENTS TO
  CERTIFICATEHOLDERS

  	
  18

  
	
   

  	
  Section 5.01

  	
  Statements to Certificateholders

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI DEFAULT

  	
  19

  
	
   

  	
  Section 6.01

  	
  Purchase Rights of Certificateholders

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII THE TRUSTEE

  	
  22

  
	
   

  	
  Section 7.01

  	
  Delivery of Documents; Delivery Dates

  	
  22

  
	
   

  	
  Section 7.02

  	
  Withdrawal of Deposits

  	
  24

  
	
   

  	
  Section 7.03

  	
  The Trustee

  	
  24

  
	
   

  	
  Section 7.04

  	
  Representations and Warranties of the Trustee

  	
  24

  
	
   

  	
  Section 7.05

  	
  Trustee Liens

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL
  AGREEMENTS

  	
  25

  
	
   

  	
  Section 8.01

  	
  Amendment of Section 5.02 of the Basic Agreement

  	
  25

  
	
   

  	
  Section 8.02

  	
  Supplemental Agreements Without Consent of Class C
  Certificateholders

  	
  25

  
	
   

  	
  Section 8.03

  	
  Supplemental Agreements with Consent of Class C
  Certificateholders

  	
  26

  
	
   

  	
  Section 8.04

  	
  Consent of Holders of Certificates Issued under
  Other Trusts

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX MISCELLANEOUS PROVISIONS

  	
  27

  
	
   

  	
  Section 9.01

  	
  Final Termination Date

  	
  27

  
	
   

  	
  Section 9.02

  	
  Basic Agreement Ratified

  	
  27

  
	
   

  	
  Section 9.03

  	
  Governing Law

  	
  27

  
	
   

  	
  Section 9.04

  	
  Counterparts

  	
  27

  
	
   

  	
  Section 9.05

  	
  Intention of Parties

  	
  27

  



i






	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Certificate

  
	
  Exhibit B

  	
  -

  	
  DTC Letter of
  Representations

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
  Schedule I-A

  	
  -

  	
  Equipment Note Principal
  Payments

  
	
  Schedule I-B

  	
  -

  	
  Aggregate Equipment Note Principal Payments

  
	
  Schedule II

  	
  -

  	
  Equipment Notes, Principal Amounts, Maturities and
  Aircraft

  
	
  Schedule III

  	
  -

  	
  Note Documents

  



ii






TRUST
SUPPLEMENT NO. 2007-1C


                    This
TRUST SUPPLEMENT NO. 2007-1C, dated as of October 11, 2007 (the “Trust
Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (the
“Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association, as successor trustee (the “Trustee”) under the Pass
Through Trust Agreement, dated as of November 16, 2000, between the
Company and U.S. Bank Trust National Association, as successor in interest to
State Street Bank and Trust Company of Connecticut, National Association (the
“Basic Agreement”). 


W I T N E S S E T H:


                    WHEREAS,
the Basic Agreement, which is unlimited as to the aggregate face amount of
Certificates that may be issued and authenticated thereunder, has heretofore
been executed and delivered; 


                    WHEREAS,
Delta is the owner of the 36 aircraft described in Schedule II (the
“Aircraft”);


                    WHEREAS,
pursuant to each Indenture, Delta will issue on a recourse basis three series
of Equipment Notes secured by the related Aircraft;


                    WHEREAS,
the Trustee shall hereby declare the creation of the Class C Trust (as defined
below) for the benefit of Holders of the Class C Certificates (as defined
below) to be issued in respect of such Class C Trust, and the initial Holders
of the Class C Certificates, as grantors of such Class C Trust, by their
respective acceptances of the Class C Certificates, shall join in the creation of
the Class C Trust with the Trustee;


                    WHEREAS,
all Certificates to be issued by the Class C Trust will evidence Fractional
Undivided Interests in the Class C Trust and will have no rights, benefits or
interests in respect of any other separate Trust or the property held therein; 



                    WHEREAS,
the Escrow Agent and the Initial Purchasers have contemporaneously herewith
entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which
the Initial Purchasers will deliver to the Escrow Agent the proceeds from the
sale of the Class C Certificates, and have irrevocably instructed the Escrow
Agent to withdraw and pay funds from such proceeds upon request and proper
certification by the Trustee to purchase Equipment Notes pursuant to the NPA
and the applicable Participation Agreement from time to time prior to the
Delivery Period Termination Date;


                    WHEREAS,
the Escrow Agent on behalf of the Class C Certificateholders has
contemporaneously herewith entered into a Deposit Agreement with the Depositary
under which the Deposits referred to herein will be made and from which
Deposits it will withdraw funds to allow the Trustee to purchase Equipment
Notes from time to time prior to the Delivery Period Termination Date;


                    WHEREAS,
pursuant to the terms and conditions of the Basic Agreement, as supplemented by
this Trust Supplement, the NPA and the Participation Agreements, the Trustee 






on behalf of the Class C Trust shall purchase the Equipment
Notes issued by the Company pursuant to the Indentures having the identical
interest rate as, and final maturity dates not later than the final Regular
Distribution Date of, the Class C Certificates issued hereunder and shall hold
such Equipment Notes in trust for the benefit of the Class C
Certificateholders; 


                    WHEREAS,
pursuant to the terms and conditions of the Intercreditor Agreement referred to
in Section 3.01(i) hereof, the Trustee and the other parties thereto will
agree to the terms of subordination set forth therein;


                    WHEREAS,
all of the conditions and requirements necessary to make this Trust Supplement,
when duly executed and delivered, a valid, binding and legal instrument in
accordance with its terms and for the purposes herein expressed, have been
done, performed and fulfilled, and the execution and delivery of this Trust
Supplement in the form and with the terms hereof have been in all respects duly
authorized; 


                    WHEREAS,
upon the occurrence of a Registration Event, the Basic Agreement, as
supplemented by this Trust Supplement, shall become subject to the provisions
of the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;


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


ARTICLE
I



DEFINITIONS


                    Section
1.01 Definitions. Unless otherwise specified herein or the context
otherwise requires, capitalized terms used but not defined herein shall have
the respective meanings set forth, and shall be construed and interpreted in
the manner described, in the Basic Agreement. As used herein, the term
“Agreement” shall mean the Basic Agreement, as supplemented by this Trust
Supplement. For all purposes of the Basic Agreement as supplemented by this
Trust Supplement, the following capitalized terms have the following meanings
(any term used herein which is defined in both this Trust Supplement and the
Basic Agreement shall have the meaning assigned thereto in this Trust
Supplement for purposes of the Basic Agreement as supplemented by this Trust
Supplement).


	
   

  	
   

  
	
   

  	
            Account:
  Has the meaning ascribed thereto in the Deposit Agreement.

  
	
   

  	
   

  
	
   

  	
            Additional
  Certificates: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Additional
  Certificateholder: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Additional
  Trust: Has the meaning specified in the Intercreditor Agreement.

  



2






	
   

  	
   

  
	
   

  	
            Agreement:
  Has the meaning specified in the first paragraph of Section 1.01 of this
  Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Aircraft:
  Has the meaning specified in the preamble to this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Applicable
  Delivery Date: Has the meaning specified in Section 7.01(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Applicable
  Participation Agreement: Has the meaning specified in Section 7.01(b) of
  this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Applicable
  Notice of Delivery Withdrawal: Has the meaning specified in the Escrow
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Basic
  Agreement: Has the meaning specified in the preamble to this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Business
  Day: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Certificate:
  Means a Class A Certificate, a Class B Certificate or a Class C Certificate,
  as applicable.

  
	
   

  	
   

  
	
   

  	
            Certificate
  Buy-Out Event: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            Class:
  Has the meaning specified in the recitals to the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  A Certificateholder: Means, at any time, any Certificateholder of one or
  more Class A Certificates.

  
	
   

  	
   

  
	
   

  	
            Class
  A Certificates: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  A Trust: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  A Trust Agreement: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  A Trustee: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  B Certificateholder: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  B Certificates: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  B Trust: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  



3






	
   

  	
   

  
	
   

  	
            Class
  B Trust Agreement: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  B Trustee: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Class
  C Certificateholder: Means, at any time, any Certificateholder of one or
  more Class C Certificates.

  
	
   

  	
   

  
	
   

  	
            Class
  C Certificates: Has the meaning specified in Section 3.01 of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Class
  C Trust: Has the meaning specified in Section 2.01 of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Code:
  Means the Internal Revenue Code of 1986, as amended. 

  
	
   

  	
   

  
	
   

  	
            Company:
  Has the meaning specified in the preamble to this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Corporate
  Trust Office: Has the meaning specified in the Intercreditor Agreement. 

  
	
   

  	
   

  
	
   

  	
            Cut-off
  Date: Has the meaning specified in Section 3.02(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Definitive
  Certificates: Has the meaning specified in Section 4.01(e) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Delivery
  Notice: Has the meaning specified in the NPA.

  
	
   

  	
   

  
	
   

  	
            Delivery
  Period Termination Date: Means the earlier of (a) January 9, 2008 and (b)
  the date on which Equipment Notes issued with respect to all of the Aircraft
  have been purchased by the Class C Trust and the Other Trusts in accordance
  with the NPA.

  
	
   

  	
   

  
	
   

  	
            Delta:
  Has the meaning specified in the preamble to this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Deposit
  Agreement: Means, subject to Section 4(a)(vi) of the NPA, the Deposit
  Agreement dated as of October 11, 2007 relating to the Class C Certificates
  between the Depositary and the Escrow Agent, as the same may be amended,
  supplemented or otherwise modified from time to time in accordance with its
  terms.

  
	
   

  	
   

  
	
   

  	
            Depositary:
  Means, subject to Section 4(a)(vi) of the NPA, Credit Suisse, a banking
  institution organized under the laws of Switzerland, acting through its New
  York branch.

  
	
   

  	
   

  
	
   

  	
            Deposits:
  Has the meaning specified in the Deposit Agreement.

  
	
   

  	
   

  
	
   

  	
            Distribution
  Date: Means a Regular Distribution Date or a Special Distribution Date.

  



4






	
   

  	
   

  
	
   

  	
            DTC:
  Has the meaning specified in Section 3.02(f) of this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            DTC
  Participants: Has the meaning specified in Section 4.01(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Equipment
  Notes: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            ERISA:
  Means the Employee Retirement Income Security Act of 1974, as amended. 

  
	
   

  	
   

  
	
   

  	
            Escrow
  Agent: Means, initially, U.S. Bank National Association, a national
  banking association, and any replacement or successor therefor appointed in
  accordance with the Escrow Agreement.

  
	
   

  	
   

  
	
   

  	
            Escrow
  Agreement: Means the Escrow and Paying Agent Agreement dated as of
  October 11, 2007 relating to the Class C Certificates, among the Escrow
  Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers, as
  the same may be amended, supplemented or otherwise modified from time to time
  in accordance with its terms.

  
	
   

  	
   

  
	
   

  	
            Escrow
  Paying Agent: Means the “Paying Agent” as defined in the Escrow
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Escrow
  Receipt: Means a receipt substantially in the form annexed to the Escrow
  Agreement representing a fractional undivided interest in the funds held in
  escrow thereunder.

  
	
   

  	
   

  
	
   

  	
            Event
  of Default: With respect to any Indenture, has the meaning specified in
  Section 4.01 of such Indenture.

  
	
   

  	
   

  
	
   

  	
            Exchange
  Certificate: Has the meaning specified in Section 3.01 of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Exchange
  Offer Registration Statement: Has the meaning specified in the
  Registration Rights Agreement.

  
	
   

  	
   

  
	
   

  	
            Final
  Withdrawal: Has the meaning specified in the Escrow Agreement.

  
	
   

  	
   

  
	
   

  	
            Final
  Withdrawal Date: Has the meaning specified in the Escrow Agreement.

  
	
   

  	
   

  
	
   

  	
            Fractional
  Undivided Interests: Has the meaning specified in the Intercreditor
  Agreement. 

  
	
   

  	
   

  
	
   

  	
            Global
  Certificates: Has the meaning specified in Section 4.01(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Global
  Exchange Certificate: Has the meaning specified in Section 4.01(f) of
  this Trust Supplement.

  



5






	
   

  	
   

  
	
   

  	
            Holder:
  Means a Certificateholder.

  
	
   

  	
   

  
	
   

  	
            Indenture:
  Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Indirect
  Participants: Has the meaning specified in Section 4.01(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Initial
  Certificates: Has the meaning specified in Section 3.01 of this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Initial
  Purchasers: Means the several initial purchasers listed as such in the
  Purchase Agreement.

  
	
   

  	
   

  
	
   

  	
            Intercreditor
  Agreement: Has the meaning specified in Section 3.02(i) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Investment
  Grade Rating: Means a rating in one of the four highest categories
  assigned to long-term debt or in an equivalent short-term category (within
  either of which there may be sub-categories or gradations indicating relative
  standing) by at least one nationally recognized statistical rating
  organization that is not an affiliated Person of Delta or the Class C Trust
  or of any Person involved in the organization or operation of Delta or the
  Class C Trust.

  
	
   

  	
   

  
	
   

  	
            Issuance
  Date: Has the meaning specified in Section 7.01(a) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Junior
  Additional Certificateholder: Has the meaning specified in the
  Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Liquidity
  Provider: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            Make-Whole
  Amount: With respect to any Indenture, has the meaning specified in the
  Indenture pursuant to which such Equipment Note was issued.

  
	
   

  	
   

  
	
   

  	
            Notice
  of Delivery Withdrawal: Has the meaning specified in the Deposit
  Agreement.

  
	
   

  	
   

  
	
   

  	
            NPA:
  Means the Note Purchase Agreement dated as of October 11, 2007 among the
  Trustee, the Other Trustees, the Company, the Escrow Agent, the Escrow Paying
  Agent and the Subordination Agent, providing for, among other things, the
  purchase of Series C Equipment Notes (as defined in the Intercreditor Agreement)
  by the Trustee on behalf of the Class C Trust, as the same may be amended,
  supplemented or otherwise modified from time to time, in accordance with its
  terms.

  



6






	
   

  	
   

  
	
   

  	
            Offering
  Memorandum: Means the final offering memorandum dated October 4, 2007
  relating to the offering of the Class A Certificates, the Class B
  Certificates and the Class C Certificates.

  
	
   

  	
   

  
	
   

  	
            Operative
  Agreements: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Other
  Agreements: Means (i) the Class A Trust Agreement, (ii) the Class B Trust
  Agreement, (iii) the Basic Agreement as supplemented by a Trust Supplement
  relating to any Additional Trust and (iv) the Basic Agreement as supplemented
  by a Trust Supplement relating to any Refinancing Trust.

  
	
   

  	
   

  
	
   

  	
            Other
  Trustees: Means the trustees under the Other Agreements, and any
  successor or other trustee appointed as provided therein.

  
	
   

  	
   

  
	
   

  	
            Other
  Trusts: Means the Class A Trust, the Class B Trust, an Additional Trust
  or Trusts, if any, and a Refinancing Trust or Trusts, if any, created by the
  Other Agreements.

  
	
   

  	
   

  
	
   

  	
            Participation
  Agreement: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Paying
  Agent: Means, with respect to the Class C Certificates, the paying agent
  maintained and appointed for such Class C Certificates pursuant to Section
  7.12 of the Basic Agreement.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            Plan:
  Means a retirement plan or other employee benefit plan or arrangement,
  including for this purpose an individual retirement account, annuity or Keogh
  plan, that is subject to Title I of ERISA or Section 4975 of the Code, or
  such a plan or arrangement which is a foreign, church or governmental plan or
  arrangement exempt from Title I of ERISA and Section 4975 of the Code but
  subject to a Similar Law. 

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            Pool
  Factor: Means, as of any Distribution Date, the quotient (rounded to the
  seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
  original aggregate face amount of the Class C Certificates. The Pool Factor
  as of any Distribution Date shall be computed after giving effect to any
  special distribution with respect to 

  



7






	
   

  	
   

  
	
   

  	
  unused Deposits, payment of principal, if any, of
  the Equipment Notes or payment with respect to other Trust Property and the
  distribution thereof to be made on that date.

  
	
   

  	
   

  
	
   

  	
            Premium:
  Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            QIB:
  Has the meaning specified in Section 4.04(b) of this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Refinancing
  Certificate: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Refinancing
  Certificateholder: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Refinancing
  Equipment Notes: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Refinancing
  Trust: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Refinancing
  Trust Agreement: Has the meaning specified in the Intercreditor
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Register:
  Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Registration
  Event: Has the meaning specified in the Registration Rights Agreement.

  
	
   

  	
   

  
	
   

  	
            Registration
  Rights Agreement: Means the Registration Rights Agreement, dated October
  11, 2007, among Delta, the Initial Purchasers, the Trustee, the Class A
  Trustee and the Class B Trustee.

  
	
   

  	
   

  
	
   

  	
            Regular
  Distribution Date: Has the meaning specified in Section 3.02(c) of this
  Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Responsible
  Officer: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Restricted
  Legend: Has the meaning specified in Section 4.02(a) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Rule
  144A: Has the meaning specified in Section 4.01(b) of this Trust
  Supplement.

  
	
   

  	
   

  
	
   

  	
            Schedule
  Delivery Date: Has the meaning specified in the NPA.

  
	
   

  	
   

  
	
   

  	
            Securities
  Act: Means the Securities Act of 1933, as amended.

  



8






	
   

  	
   

  
	
   

  	
            Shelf
  Registration Statement: Has the meaning specified in the Registration
  Rights Agreement.

  
	
   

  	
   

  
	
   

  	
            Similar
  Law: Means a foreign, federal, state, or local law which is substantially
  similar to the provisions of Title I of ERISA or Section 4975 of the Code.

  
	
   

  	
   

  
	
   

  	
            Special
  Distribution Date: Means, with respect to the Class C Certificates, each
  date on which a Special Payment is to be distributed as specified in this
  Agreement.

  
	
   

  	
   

  
	
   

  	
            Special
  Payment: Means any payment (other than a Scheduled Payment) in respect
  of, or any proceeds of, any Equipment Note or the Collateral.

  
	
   

  	
   

  
	
   

  	
            Special
  Payments Account: Means, with respect to the Class C Certificates, the
  account or accounts created and maintained for such series pursuant to
  Section 4.01(b) and the Class C Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Subordination
  Agent: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Triggering
  Event: Has the meaning specified in the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            Trust:
  Means any of the Class A Trust, the Class B Trust, or the Class C Trust.

  
	
   

  	
   

  
	
   

  	
            Trustee:
  Has the meaning specified in the preamble to this Trust Supplement.

  
	
   

  	
   

  
	
   

  	
            Trust
  Indenture Act: Means the Trust Indenture Act of 1939, as amended.

  
	
   

  	
   

  
	
   

  	
            Trust
  Property: Means (i) subject to the Intercreditor Agreement, the Equipment
  Notes held as the property of the Class C Trust, all monies at any time paid
  thereon and all monies due and to become due thereunder, (ii) funds from time
  to time deposited in the Certificate Account and the Special Payments Account
  and, subject to the Intercreditor Agreement, any proceeds from the sale by
  the Trustee pursuant to Article VI of the Basic Agreement of any Equipment
  Notes and (iii) all rights of the Class C Trust and the Trustee, on behalf of
  the Class C Trust, under the Intercreditor Agreement, the Escrow Agreement
  and the NPA, including, without limitation, all rights to receive certain
  payments thereunder, and all monies paid to the Trustee on behalf of the
  Class C Trust pursuant to the Intercreditor Agreement, provided that
  rights with respect to the Deposits or under the Escrow Agreement, except for
  the right to direct withdrawals for the purchase of Equipment Notes to be
  held herein, will not constitute Trust Property.

  
	
   

  	
   

  
	
   

  	
            Withdrawal
  Certificate: Has the meaning specified in the Escrow Agreement.

  



ARTICLE
II



DECLARATION OF TRUST


                    Section
2.01 Declaration of Trust. The Trustee hereby declares the creation of a
Trust, designated the “Delta Air Lines Pass Through Trust 2007-1C” (the “Class
C Trust”), for the benefit of the Holders of the Class C Certificates to be
issued in respect of such Class C 


9









Trust, and the
initial Holders of the Class C Certificates, as grantors of such Class C Trust,
by their respective acceptances of the Class C Certificates, join in the
creation of such Class C Trust with the Trustee. The Trustee, by the execution and delivery of this Trust
Supplement, acknowledges its acceptance of all right, title and interest in and
to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust
Supplement, the NPA and the Participation Agreements and the Trustee will hold
such right, title and interest for the benefit of all present and future
Holders of the Class C Certificates, upon the trusts set forth in the Basic
Agreement and this Trust Supplement. By
its acceptance of a Class C Certificate, each initial Class C Certificateholder,
as a grantor of the Class C Trust, joins with the Trustee in the creation of
the Class C Trust. The provisions of
this Section 2.01 supersede and replace the provisions of Sections 2.03 of the
Basic Agreement, with respect to the Class C Trust. 


                    Section
2.02 Permitted Activities. The
Class C Trust may only engage in the transactions contemplated by the Operative
Agreements, subject to Section 9.05 of this Trust Supplement. 


ARTICLE III


THE CERTIFICATES


                    Section
3.01 The Certificates. There is
hereby created a series of Certificates to be issued under this Agreement
designated as “Delta Air Lines Pass Through Certificates, Series 2007-1C” (the
“Initial Certificates”). The exchange
certificates which may be issued and offered in exchange for the Initial
Certificates pursuant to the Registration Rights Agreement shall be known as
the “Delta Air Lines Exchange Pass Through Certificates, Series 2007-1C” (the
“Exchange Certificates”). The Initial
Certificates and the Exchange Certificates are hereinafter defined as the
“Class C Certificates”. Each Class C
Certificate represents a Fractional Undivided Interest in the Class C Trust
created hereby. The Class C
Certificates shall be the only instruments evidencing a Fractional Undivided
Interest in the Class C Trust. The
Class C Certificates do not represent indebtedness of the Class C Trust, and
references herein to interest accruing on the Class C Certificates are included
for purposes of computation only. 


                    Section
3.02 Terms and Conditions. The
terms and conditions applicable to the Class C Certificates and the Class C
Trust are as follows: 


                    (a)
The aggregate face amount of the Class C Certificates that may be authenticated
and delivered under this Agreement (except for Class C Certificates
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Class C Certificates pursuant to Sections 3.03, 3.04,
3.05 and 3.06 of the Basic Agreement) is $220,103,000.  


                    (b)
The Cut-off Date is the earlier of (a) the day after the Delivery Period
Termination Date and (b) the date on which a Triggering Event occurs. 


                    (c)
The distribution dates with respect to any payment of Scheduled Payments (each
such distribution date, a “Regular Distribution Date”) shall be February 10 and
August 10 of each year, commencing on February 10, 2008, until payment of all
of the Scheduled Payments 


10






to be made
under the Equipment Notes has been made; provided, however, that, if any such
day shall not be a Business Day, the related distribution shall be made on the
next succeeding Business Day without additional interest. The principal amount of the Equipment Notes to
be held by the Class C Trust is scheduled for payment on February 10 and August
10 in certain years, commencing on February 10, 2008 and ending on August 10,
2014 as set out in Schedules I-A and I-B.



                    (d)
The Special Distribution Dates with respect to the Class C Certificates means
any Business Day on which a Special Payment is to be distributed pursuant to
this Agreement. 


                    (e)
At the Escrow Agent’s request under the Escrow Agreement, the Trustee shall
affix the corresponding Escrow Receipt to each Class C Certificate. In any event, any transfer or exchange of
any Class C Certificate shall also effect a transfer or exchange of the related
Escrow Receipt. Prior to the Final
Withdrawal Date, no transfer or exchange of any Class C Certificate shall be
permitted unless the corresponding Escrow Receipt is attached thereto and also
is so transferred or exchanged. By
acceptance of any Class C Certificate to which an Escrow Receipt is attached,
each holder of such a Class C Certificate acknowledges and accepts the
restrictions on transfer of the Escrow Receipt as set forth herein, in such
Escrow Receipt, and in the Escrow Agreement. 


                    (f)
The Class C Certificates shall be in the form attached hereto as Exhibit A,
shall be Book-Entry Certificates (subject to Section 3.05(d) of the Basic
Agreement), and shall be subject to the conditions set forth in the Letter of
Representations between the Company and The Depository Trust Company and any
successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto
as Exhibit B. 


                    (g)
The proceeds of the initial offering of Class C Certificates issued by the
Class C Trust and related Escrow Receipts shall be deposited in the Accounts and
shall be used in accordance with the Escrow Agreement, the Deposit Agreement
and the NPA to acquire the Equipment Notes described in Schedule II, which
Equipment Notes relate to the Aircraft described in Schedule II and the Note
Documents described in Schedule III. 


                    (h)
Any Person acquiring or accepting a Class C Certificate or an interest therein
will, by such acquisition or acceptance, be deemed to represent and warrant to
the Company, the Loan Trustees and the Trustee that either (i) no assets of a
Plan or any trust established with respect to a Plan, have been used to
purchase Class C Certificates or an interest therein or (ii) the purchase and
holding of Class C Certificates or interests therein by such Person is exempt
from the prohibited transaction restrictions of ERISA and the Code or
materially similar provisions of Similar Law pursuant to one or more prohibited
transaction statutory or administrative exemptions. 


                    (i)
The Class C Certificates will be subject to the following Intercreditor
Agreement (and to the extent the terms thereof (including the definitions of
defined terms) are inconsistent with the terms of this Agreement, such
Intercreditor Agreement shall control):
that certain Intercreditor Agreement, dated as of the date hereof, among
U.S. Bank Trust National Association, as Trustee under each Trust (as defined
therein), Landesbank Hessen Thüringen Gironzentrale, as each Liquidity
Provider, and U.S. Bank Trust National Association, as 


11






Subordination
Agent thereunder (as may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, the “Intercreditor Agreement”). Potential Purchasers shall have the rights
upon the occurrence of a Certificate Buy-Out Event set forth in Article VI
hereof. The Trustee and, by acceptance
of any Class C Certificate, each Certificateholder thereof, agrees to be bound
by all of the provisions of the Intercreditor Agreement, including the subordination
provisions of Section 9.09 thereof.  


                    (j)
The Class C Certificates have the benefit of the Deposit Agreement and the
Escrow Agreement. 


                    (k)
The Responsible Party is the Company. 


                    (l)
The Company may at any time purchase any of the Class C Certificates at any
price in the open market and may hold such Class C Certificates to maturity. 


ARTICLE IV


ISSUANCE AND TRANSFER OF THE CLASS C
CERTIFICATES


                    Section
4.01 Issuance of Class C Certificates. (a) The Initial Certificates will
be issued in minimum denominations of $100,000 and integral multiples of $1,000
in excess thereof. The Exchange
Certificates will be issued in denominations of $2,000 (or such other
denomination that is an integral multiple of $1,000 and, at the time of
issuance, is equal to at least 1,000 euros) and integral multiples of
$1,000. Each Exchange Certificate shall
be dated the date of its authentication.



                    (b)
Initial Certificates offered and sold in reliance on Rule 144A under the
Securities Act, or any successor regulation thereto (“Rule 144A”) shall be
issued initially in the form of one or more global Certificates in definitive,
fully registered form without interest coupons, substantially in the form set
forth as Exhibit A hereto (each, a “Global Certificate”), duly executed and
authenticated by the Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a
nominee for DTC for credit to the account of members of, or participants in, DTC
(“DTC Participants”) or to the account of indirect participants that clear
through or maintain a custodial relationship with a DTC Participant, either
directly or indirectly (“Indirect Participants”) and deposited with the
Trustee, as custodian for DTC. The
aggregate principal amount of a Global Certificate may from time to time be
increased or decreased by adjustments made on the records of DTC or its
nominee, or of the Trustee, as custodian for DTC or its nominee, as hereinafter
provided. 


                    (c)
[Reserved] 


                    (d)
[Reserved] 


                    (e)
Certificated Certificates in registered form shall be issued in substantially
the form set forth as Exhibit A hereto (the “Definitive Certificates”) and
shall be in fully registered form and shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner, all as determined by the officers 


12






executing such
Definitive Certificates, as evidenced by their execution of such Definitive
Certificates. 


                    (f)
The Exchange Certificates shall be issued in the form of one or more global
Certificates substantially in the form of Exhibit A hereto (each, a “Global
Exchange Certificate”), except that such Exchange Certificates shall contain
such appropriate insertions, omissions, substitutions and other variations from
the form set forth in Exhibit A hereto relating to the nature of the Exchange
Certificates as the Responsible Officer of the Trustee executing such Exchange
Certificates on behalf of the Trust may determine, as evidenced by such
officer’s execution on behalf of the Trust of such Exchange Certificates. Such Global Exchange Certificates shall be
in registered form and be registered in the name of a nominee for DTC and
deposited with the Trustee, at its Corporate Trust Office, as custodian for
DTC. The aggregate principal amount of
any Global Exchange Certificate may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for DTC for
such Global Exchange Certificate, which adjustments shall be conclusive as to
the aggregate principal amount of any such Global Exchange Certificate.  


                    Section
4.02 Restrictive Legends. (a)
Subject to the next succeeding paragraph and to Section 4.03, unless and until
(i) an Initial Certificate is sold under an effective Shelf Registration
Statement or (ii) an Initial Certificate is exchanged for an Exchange
Certificate pursuant to an effective Exchange Offer Registration Statement, in
each case as provided for in the Registration Rights Agreement, each Global
Certificate and each Definitive Certificate shall bear a legend to the
following effect (the “Restricted Legend”) on the face thereof, unless the
Company and the Trustee determine otherwise consistent with applicable law: 


THIS
CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS. FOR
SO LONG AS IT IS OUTSTANDING, THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (3) AGREES THAT PRIOR TO
SUCH TRANSFER, IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS 


13






LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THE PASS THROUGH TRUST
AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. 


                    (b)
If the Exchange Certificates are issued, each Global Exchange Certificate and
each Definitive Certificate shall bear a legend to the following effect on the
face thereof, unless the Company and the Trustee determine otherwise consistent
with applicable law: 


THIS
CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. FOR SO LONG AS IT IS OUTSTANDING, THIS CERTIFICATE MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”)); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
TRANSFER THIS CERTIFICATE EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (3) AGREES THAT PRIOR TO
SUCH TRANSFER, IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS CERTIFICATE, THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THE PASS THROUGH TRUST AGREEMENT
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. 


                    (c)
Each Global Certificate and the Global Exchange Certificate shall also bear the
following legend on the face thereof: 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR 


14






REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR
THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


                    (d)
Each Class C Certificate shall bear the following legend on the face thereof: 


BY ITS
ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A PLAN
OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS
CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS
OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS. CERTAIN TERMS USED IN THIS
PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT. 


                    Section
4.03 Book-Entry Provisions for Global Certificates. (a)
DTC Participants shall have no
rights under this Agreement with respect to any Global Certificate held on
their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by
the Trustee and any agent of the Trustee as the absolute owner of such Global
Certificate for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trustee
or any agent of the Trustee from giving effect to any written certification,
proxy or other authorization furnished by DTC or shall impair, as between DTC
and its DTC Participants, the operation of customary practices governing the
exercise of the rights of a holder of any Class C Certificate. Upon the issuance of any Global Certificate,
the Registrar or its duly appointed agent shall record a nominee of DTC as the
registered holder of such Global Certificate. 


                    (b)
Transfers of any Global Certificate shall be limited to transfers of such
Global Certificate in whole, but not in part, to nominees of DTC, its successor
or such successor’s nominees.
Beneficial interests in Global Certificates may be transferred in
accordance with the rules and procedures of DTC and the provisions of Section
4.04. Beneficial interests in Global
Certificates shall be delivered to all beneficial owners thereof in the form of
Definitive Certificates, if (i) DTC notifies the Trustee in writing that it is
no longer willing or able to discharge properly its responsibilities as
depositary for the Global Certificates, and a successor depositary is not
appointed by the Trustee within 90 days of such notice, (ii) the Company, at
its option, advises the Trustee in writing that it elects to terminate the
book-entry system through DTC or (iii) after the occurrence and during the
continuance of an Event of Default, Class C Certificateholders with Fractional
Undivided Interests aggregating not less than a majority in 


15






interest in
the Class C Trust advise the Trustee, the Company and DTC through DTC
Participants in writing that the continuation of a book-entry system through
DTC (or a successor thereto) is no longer in the Class C Certificateholders’
best interests. Neither the Company nor
the Trustee shall be liable if the Company or the Trustee is unable to locate a
qualified successor clearing system. 


                    (c)
[Reserved] 


                    (d)
In connection with the transfer of the entire amount of a Global Certificate to
the beneficial owners thereof pursuant to paragraph (b) of this Section 4.03,
such Global Certificate shall be deemed to be surrendered to the Trustee for
cancellation, and the Trustee shall execute, authenticate and deliver, to each
beneficial owner identified by DTC in exchange for its beneficial interest in
such Global Certificate, an equal aggregate principal amount of Definitive
Certificates of authorized denominations.
None of the Company, the Registrar, the Paying Agent nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of
Definitive Certificates, the Trustee shall recognize the Person in whose name
the Definitive Certificates are registered in the Register as
Certificateholders hereunder. 


                    (e)
Any Definitive Certificate delivered in exchange for an interest in a Global
Certificate, pursuant to paragraph (b) of this Section 4.03 shall, except as
otherwise provided by paragraph (e) of Section 4.04, bear the Restricted
Legend. 


                    (f)
The registered Holder of a Global Certificate may grant proxies and otherwise
authorize any Person, including DTC Participants and Persons that may hold
interests through DTC Participants, to take any action which a Holder is
entitled to take under this Agreement or the Class C Certificates. 


                    Section
4.04 Special Transfer Provisions.
Unless and until (i) an Initial Certificate is sold under an effective
Shelf Registration Statement, or (ii) an Initial Certificate is exchanged for
an Exchange Certificate pursuant to an effective Exchange Offer Registration
Statement, in each case pursuant to the Registration Rights Agreement, the
following provisions shall apply to such Initial Certificates: 


                    (a)
[Reserved] 


                    (b)
Transfers to QIBs. The following
provisions shall apply with respect to the registration of any proposed
transfer of an Initial Certificate to a qualified institutional buyer (“QIB”),
as defined in Rule 144A: 


           (i)
If the Class C Certificate to be transferred consists of Definitive
Certificates, the Registrar shall register the transfer, if such transfer is
being made by a proposed transferor who has checked the box provided for on the
form of Class C Certificate stating, or has otherwise advised the Trustee and
the Registrar in writing, that the sale has been made in compliance with the
provisions of Rule 144A to a transferee who has signed the certification
provided for on the form of Initial Certificate stating, or has otherwise
advised the Trustee and the Registrar in writing, that it is purchasing the
Initial Certificate for its own account or an account with respect to which it
exercises sole 


16






 investment
discretion and that it, or the Person on whose behalf it is acting with respect
to any such account, is a QIB within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Trust and/or the Company as
it has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from registration
provided by Rule 144A. 


           (ii)
If the proposed transferee is a DTC Participant and the Class C Certificate to
be transferred consists of Definitive Certificates, upon receipt by the
Registrar of the documents referred to in clause (i) above and instructions
given in accordance with DTC’s and the Registrar’s procedures therefor, the
Registrar shall reflect on its books and records the date of such transfer and
an increase in the principal amount of Global Certificates in an amount equal
to the principal amount of the Definitive Certificates being transferred, and
the Trustee shall cancel such Definitive Certificates so transferred. 


                    (c)
[Reserved] 


                    (d)
[Reserved] 


                    (e)
Restricted Legend. Upon the
transfer, exchange or replacement of Class C Certificates not bearing the
Restricted Legend, the Registrar shall deliver Class C Certificates that do not
bear the Restricted Legend. Upon the
transfer, exchange or replacement of Class C Certificates bearing the
Restricted Legend, the Registrar shall deliver only Class C Certificates that
bear the Restricted Legend unless there is delivered to the Registrar an
Opinion of Counsel to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act. 


                    (f)
General. By its acceptance of
any Class C Certificate bearing the Restricted Legend, each Holder of such a
Class C Certificate acknowledges the restrictions on transfer of such Class C
Certificate set forth in this Trust Supplement and agrees that it will transfer
such Class C Certificate only as provided in this Trust Supplement. The Registrar shall not register a transfer
of any Class C Certificate unless such transfer complies with the restrictions
on transfer of such Class C Certificate set forth in this Trust
Supplement. In connection with any
transfer of Class C Certificates, each Class C Certificateholder agrees by its
acceptance of the Class C Certificates to furnish the Registrar or the Trustee
such certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act and in accordance with the terms and provisions of this
Article IV; provided that the Registrar shall not be required to determine the
sufficiency of any such certifications, legal opinions or other information. 


                    Until
such time as no Class C Certificates remain Outstanding, the Registrar shall
retain copies of all letters, notices and other written communications received
pursuant to this Section 4.04. The
Trustee, if not the Registrar at such time, shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the
Registrar. 


17






ARTICLE V


DISTRIBUTION; STATEMENTS TO
CERTIFICATEHOLDERS


                     Section
5.01 Statements to Certificateholders.
(a) On each Regular Distribution
Date and Special Distribution Date, the Trustee will include with each
distribution to the Class C Certificateholders a statement, giving effect to
the distribution to be made on such Regular Distribution Date or Special
Distribution Date, setting forth the following information per $1,000 aggregate
face amount of Class C Certificates as to (ii), (iii), (iv) and (v) below (in
the case of a Special Distribution Date, reflecting in part the information
provided by the Escrow Paying Agent under the Escrow Agreement):  


           (i)
the aggregate amount of funds distributed on such Distribution Date under this
Agreement and the Escrow Agreement, indicating the amount, if any, allocable to
each source; 


           (ii)
the amount of such distribution under this Agreement allocable to principal and
the amount allocable to Make-Whole Amount (if any); 


           (iii)
the amount of such distribution under this Agreement allocable to
interest; 


           (iv)
the amount of such distribution under the Escrow Agreement allocable to
interest, if any; 


           (v)
the amount of such distribution under the Escrow Agreement allocable to unused
Deposits, if any; and 


           (vi)
the Pool Balance and the Pool Factor. 


                    With
respect to the Class C Certificates registered in the name of DTC or its
nominee, on the Record Date prior to each Regular Distribution Date and Special
Distribution Date, the Trustee will request that such Clearing Agency post on
its Internet bulletin board a securities position listing setting forth the
names of all the DTC Participants reflected on DTC’s books as holding interests
in the Class C Certificates on such Record Date. On each Regular Distribution Date and Special Distribution Date,
the Trustee will mail to each such Direct Participant whose name has been
provided by DTC the statement described above and will make available
additional copies as requested by such DTC Participants for forwarding to
holders of the Class C Certificates. 


                    (b)
Within a reasonable period of time after the end of each calendar year but not
later than the latest date permitted by law, the Trustee shall furnish to each
Person who at any time during such calendar year was a Class C Certificateholder
of record a statement containing the sum of the amounts determined pursuant to
clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar
year or, in the event such Person was a Class C Certificateholder of record
during a portion of such calendar year, for the applicable portion of such
year, and such other items as are readily available to the Trustee and which a
Class C Certificateholder may reasonably request as necessary for the purpose
of such Certificateholder’s preparation of its federal income tax returns or
foreign income tax returns. With
respect to Class C Certificates 


18






registered in
the name of DTC or its nominee, such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the DTC
Participants and shall be delivered by the Trustee to such DTC Participants to
be available for forwarding by such DTC Participants to the holders of
interests in the Class C Certificates. 


                    (c)
Promptly following the Delivery Period Termination Date, if there has been,
prior to the Delivery Period Termination Date (i) any change in the information
set forth in clauses (y) and (z) below from that set forth in page 65 of the
Offering Memorandum, and (ii) any early redemption or purchase of, or any
default in the payment of principal or interest in respect of, any of the
Equipment Notes held in the Class C Trust, or any Final Withdrawal, the Trustee
shall furnish to Class C Certificateholders of record on such date a statement
setting forth (x) the expected Pool Balances for each subsequent Regular
Distribution Date following the Delivery Period Termination Date, (y) the
related Pool Factors for such Regular Distribution Dates and (z) the expected
principal distribution schedule of the Equipment Notes, in the aggregate, held
as Trust Property at the date of such notice.
With respect to the Class C Certificates registered in the name of DTC,
on the Delivery Period Termination Date, the Trustee will request from DTC a
securities position listing setting forth the names of all DTC Participants
reflected on DTC’s books as holding interests in the Class C Certificates on
such date. The Trustee will mail to
each such DTC Participant the statement described above and will make available
additional copies as requested by such DTC Participant for forwarding to
holders of interest in the Class C Certificates. 


                    (d)
The provisions of this Section 5.01 supersede and replace the provisions of
Section 4.03 of the Basic Agreement in their entirety with respect to Class C
Trust. 


ARTICLE VI


DEFAULT


                    Section
6.01 Purchase Rights of Certificateholders. (a) At any time after the
occurrence and during the continuation of a Certificate Buy-Out Event so long
as no Additional Certificateholder has elected to exercise its right to
purchase Certificates pursuant to, and given notice of such election in
accordance with, this Section 6.01 (upon such election and notification
thereof, the right specified in this Section 6.01(a) shall be suspended and (x)
upon consummation of the purchase pursuant to such election, be terminated with
respect to such Certificate Buy-Out Event, or (y) upon failure to consummate
such purchase on the proposed purchase date, such right shall be revived), each
Class C Certificateholder (other than the Company or any of its Affiliates)
shall have the right (which shall not expire upon any purchase of the Class A
Certificates pursuant to the Class B Trust Agreement) to purchase, at the purchase
price set forth in the Class A Trust Agreement and the Class B Trust Agreement,
respectively, all, but not less than all, of the Class A Certificates and the
Class B Certificates upon ten days’ prior written irrevocable notice to the
Trustee, the Class A Trustee, the Class B Trustee and each other Class C
Certificateholder, on the third Business Day following the expiration of such
ten-day notice period, provided that (A) if prior to the end of such ten-day
period any other Class C Certificateholder(s) (other than the Company or any of
its Affiliates) notifies such purchasing Class C Certificateholder that such
other Class C Certificateholder(s) want(s) to participate in such purchase,
then such other Class C Certificateholder(s) may join with the purchasing Class
C 


19






Certificateholder
to purchase all, but not less than all, of the Class A Certificates and the
Class B Certificates pro rata based on the Fractional Undivided Interest in the
Class C Trust held by each such Class C Certificateholder and (B) upon
consummation of such purchase no Class C Certificateholder shall have a right
to purchase the Class A Certificates and the Class B Certificates pursuant to
this Section 6.01(a) during the continuance of such Certificate Buy-Out Event. 


                    (b)
By acceptance of its Class C Certificate, each Class C Certificateholder agrees
that at any time after the occurrence and during the continuation of a
Certificate Buy-Out Event: 


           (i)
So long as no Junior Additional Certificateholder has elected to exercise its
right to purchase Certificates pursuant to, and given notice of such election
in accordance with, this Section 6.01 (upon such election and notification
thereof, the right specified in this Section 6.01(b)(i) shall be suspended and
(x) upon consummation of the purchase pursuant to such election, be terminated
with respect to such Certificate Buy-Out Event, or (y) upon failure to
consummate such purchase on the proposed purchase date, such right shall be
revived), if any Additional Certificates are issued pursuant to one or more
Additional Trusts, each Additional Certificateholder (other than the Company or
any of its Affiliates), shall have the right (which shall not expire upon any
purchase of the Class A Certificates pursuant to the Class B Trust Agreement,
or any purchase of the Class A Certificates and Class B Certificates pursuant
to Section 6.01(a)) to purchase all, but not less than all, of the Class A
Certificates, the Class B Certificates, the Class C Certificates and any
Additional Certificates ranked senior to the Additional Certificates held by
the purchasing Additional Certificateholder upon ten days’ prior written
irrevocable notice to the Trustee, the Class A Trustee, the Class B Trustee,
any Additional Trustee with respect to Additional Certificates that rank senior
to the Additional Certificates held by the purchasing Additional
Certificateholder and each other Additional Certificateholder of the same
Class, on the third Business Day next following the expiration of such ten-day
notice period, provided that (A) if prior to the end of such ten-day
period any other Additional Certificateholder(s) of such Class (other than the
Company or any of its Affiliates) notifies such purchasing Additional
Certificateholder that such other Additional Certificateholder(s) want(s) to
participate in such purchase, then such other Additional Certificateholder(s)
(other than the Company of any of its Affiliates) may join with the purchasing
Additional Certificateholder to purchase all, but not less than all, of the
Class A Certificates, the Class B Certificates, the Class C Certificates and
such senior Additional Certificates pro rata based on the Fractional Undivided
Interest in the applicable Additional Trust held by each such Additional
Certificateholder and (B) upon consummation of such purchase no Additional
Certificateholder of such Class shall have a right to purchase the Class A
Certificates, the Class B Certificates, the Class C Certificates and such
senior Additional Certificates pursuant to this Section 6.01(b)(i) during the
continuance of such Certificate Buy-Out Event; and 


           (ii)
if any Refinancing Certificates are issued, each Refinancing Certificateholder
shall have the same right (subject to the same terms and conditions) to
purchase Certificates pursuant to this Section 6.01 (and to receive notice in
connection 


20






 therewith) as
the Certificateholders of the Class that such Refinancing Certificates
refinanced. 


                    The
purchase price with respect to the Class C Certificates shall be equal to the
Pool Balance of the Class C Certificates, together with accrued and unpaid
interest in respect thereof to the date of such purchase, and any other amounts
then due and payable to the Class C Certificateholders under this Agreement,
the Intercreditor Agreement, the Escrow Agreement, any Series A Equipment Note
held as the property of the Class C Trust or the related Indenture and
Participation Agreement or on or in respect of the Class C Certificates but without
any Make-Whole Amount, provided, however, that if such purchase occurs after
(x) a record date specified in Section 2.03 of the Escrow Agreement relating to
the distribution of unused Deposits and/or accrued and unpaid interest on
Deposits and prior to or on the related distribution date under the Escrow
Agreement, such purchase price shall be reduced by the aggregate amount of
unused Deposits and/or interest to be distributed under the Escrow Agreement
(which deducted amounts shall remain distributable to, and may be retained by,
the Class C Certificateholders as of such record date) or (y) the Record Date
relating to any Distribution Date, such purchase price shall be reduced by the
amount to be distributed hereunder on such related Distribution Date (which
deducted amounts shall remain distributable to, and may be retained by, the
Class C Certificateholders as of such Record Date); provided further that no
such purchase of Class C Certificates pursuant to this Section 6.01(b) shall be
effective unless the purchaser(s) shall certify to the Trustee that
contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant
to the terms of this Agreement, the Class A Trust Agreement, the Class B Trust
Agreement, the applicable Additional Trust Agreement or the applicable
Refinancing Trust Agreement (as the case may be) and the Intercreditor
Agreement, all of the Class A Certificates, and the Class B Certificates, the
Class C Certificates and, if applicable, the Refinancing Certificates and the Additional
Certificates that are senior to the securities held by such purchaser(s). Each payment of the purchase price of the
Class C Certificates referred to in the first sentence hereof shall be made to
an account or accounts designated by the Trustee and each such purchase shall
be subject to the terms of this Section 6.01(b). Each Class C Certificateholder agrees by its acceptance of its
Class C Certificate that it will, upon payment from such Additional Certificateholder(s)
or Refinancing Certificateholder(s), as the case may be, of the purchase price
set forth in the first sentence of this paragraph, forthwith sell, assign,
transfer and convey to the purchaser(s) thereof (without recourse,
representation or warranty of any kind except as to its own acts) all of the
right, title, interest and obligation of such Class C Certificateholder in this
Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the NPA, the Note Documents and all Class C Certificates and Escrow
Receipts held by such Class C Certificateholder (excluding all right, title and
interest under any of the foregoing to the extent such right, title or interest
is with respect to an obligation not then due and payable as respects any
action or inaction or state of affairs occurring prior to such sale) and the
purchaser(s) shall assume all of such Class C Certificateholder’s obligations
under this Agreement, the Escrow Agreement, the Deposit Agreement, the
Intercreditor Agreement, the NPA, the Note Documents and all such Class C
Certificates and Escrow Receipts. The
Class C Certificates will be deemed to be purchased on the date payment of the
purchase price is made notwithstanding the failure of any Class C
Certificateholder to deliver any Class C Certificate and, upon such a purchase,
(i) the only rights of the Class C Certificateholders will be to deliver the
Class C Certificates and (ii) if the purchaser(s) shall so request, each such
Class C Certificateholder will comply with all the provisions of Section 3.04 of
the Basic Agreement and 


21






the applicable
provisions of this Trust Supplement to enable new Class C Certificates to be
issued to the purchaser(s) in such denominations as it shall request. All charges and expenses in connection with
the issuance of any such new Class C Certificates shall be borne by the
purchaser(s) thereof. 


                    (c)
This Section 6.01 supplements and, to the extent inconsistent with any
provision of Section 6.01(d) of the Basic Agreement, replaces the provisions of
Section 6.01(d) of the Basic Agreement.
Notwithstanding anything to the contrary set forth herein or in any
Operative Agreement, the provisions of this Section 6.01 may not be amended in
any manner without the consent of each Class A Certificateholder, Class B
Certificateholder, Class C Certificateholder, Additional Certificateholder or
Refinancing Certificateholder (in each case, other than the Company or any of
its Affiliates in its respective capacity as a Certificateholder) that would be
adversely affected thereby. For the
avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and another
Certificate Buy-Out Event occurs and is continuing, the purchase rights set
forth in this Section 6.01 shall be revived notwithstanding any exercise of
such rights during the continuance of any preceding Certificate Buy-Out Event. 


ARTICLE VII


THE TRUSTEE


                    Section
7.01 Delivery of Documents; Delivery Dates. (a) The Trustee is hereby
directed (i) to execute and deliver the Intercreditor Agreement, the Escrow
Agreement and the NPA on or prior to the date of the initial issuance of the
Initial Certificates (the “Issuance Date”), each in the form delivered to the
Trustee by the Company, and (ii) subject to the respective terms thereof, to perform
its obligations thereunder. Upon
request of the Company and the satisfaction or waiver of the closing conditions
specified in the Purchase Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Class C Certificates in authorized denominations
equaling in the aggregate the amount set forth, with respect to the Class C
Trust, in Schedule I to the Purchase Agreement evidencing the entire ownership
interest in the Class C Trust, which amount equals the maximum aggregate
principal amount of Equipment Notes which may be purchased by the Trustee
pursuant to the NPA. Except as provided
in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement or upon exchange
of the Initial Certificates for Exchange Certificates, the Trustee shall not execute,
authenticate or deliver Class C Certificates in excess of the aggregate amount
specified in this paragraph. The
provisions of this Section 7.01(a) supersede and replace the first three
sentences of Section 2.02(a) of the Basic Agreement and the first sentence of
Section 3.02(a) of the Basic Agreement, with respect to the Class C Trust. 


                    (b)
On or after the Issuance Date, the Company may deliver from time to time, and
in accordance with Section 1(b) of the Note Purchase Agreement, to the Trustee
a Delivery Notice relating to one or more Equipment Notes. After receipt of such a Delivery Notice and
in any case no later than one Business Day prior to a Scheduled Delivery Date
as to which such Delivery Notice relates (the “Applicable Delivery Date”),
the Trustee shall (as and when specified in the Delivery Notice) deliver to the
Escrow Agent the Withdrawal Certificates and related Applicable Notices of
Delivery Withdrawal, as contemplated by Section 1.2(c) of the Escrow Agreement
and by such Delivery Notice. The
Trustee shall (as and when specified in such Delivery Notice), subject to the
conditions set forth in Section 2 of the NPA, enter into and 


22






perform its
obligations under the Participation Agreement specified in such Delivery Notice
(the “Applicable Participation Agreement”) and cause such certificates,
documents and legal opinions relating to the Trustee to be duly delivered as
required by the Applicable Participation Agreement. If at any time prior to the Applicable Delivery Date, the Trustee
receives from the Company a notice pursuant to the first sentence of Section
1(e) of the NPA, then the Trustee shall give notice to the Depositary (with a
copy to the Escrow Agent) of the cancellation of such Notice of Delivery Withdrawal
relating to such Deposit or Deposits on such Applicable Delivery Date as
contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the
Applicable Participation Agreement, the Trustee shall purchase the applicable
Equipment Notes with the proceeds of the withdrawals of one or more Deposits
made on the Applicable Delivery Date in accordance with the terms of the
Deposit Agreement and the Escrow Agreement.
The purchase price of such Equipment Notes shall equal the principal
amount of such Equipment Notes. Amounts
withdrawn from such Deposit or Deposits in excess of the purchase price of the
Equipment Notes or to the extent not applied on the Applicable Delivery Date to
the purchase price of the Equipment Notes, shall be re-deposited by the Trustee
with the Depositary on the Applicable Delivery Date in accordance with the
terms of the Deposit Agreement. The
provisions of this Section 7.01(b) supersede and replace the provisions of
Section 2.02 of the Basic Agreement with respect to the Class C Trust, and no
provisions of the Basic Agreement relating to Postponed Notes and Section 2.02
of the Basic Agreement shall apply to the Class C Trust. 


                    (c)
With respect to the Class C Trust, Section 4.01(b) of the Basic Agreement is
superseded and replaced in its entirety with the following: “The Trustee shall
establish and maintain on behalf of the Class C Certificateholders a Special
Payments Account as one or more accounts, which shall be non-interest bearing
except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments
Account in trust for the benefit of the Class C Certificateholders and shall
make or permit withdrawals therefrom only as provided in the Agreement or the
Intercreditor Agreement. On each day
when one or more Special Payments are made to the Trustee under the
Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately
deposit the aggregate amount of such Special Payments in the Special Payments
Account.” 


                    (d)
With respect to the Class C Trust, the second sentence of Section 4.02(c) of
the Basic Agreement shall be superseded and replaced in its entirety with the
following sentence: “Subject to the provisions of the Intercreditor Agreement:
(i) in the event of redemption or purchase of Equipment Notes held in the Class
C Trust, such notice shall be mailed not less than 15 days prior to the Special
Distribution Date for the Special Payment resulting from such redemption or
purchase, which Special Distribution Date shall be the date of such redemption
or purchase; and (ii) in the case of any other Special Payments, such notice of
Special Payment shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment and shall state
the Special Distribution date for such Special Payment, which shall occur 15
days after the date of such notice of Special Payment or (if such 15th day is
not practicable) as soon as practicable thereafter.” 


                    (e)
With respect to the Class C Trust, clause (ii) of the third sentence of Section
4.02 of the Basic Agreement shall be amended by deleting in its entirety the
parenthetical phrase 


23






“(taking into
account any payment to be made by the Responsible Party pursuant to Section
2.02(b)).” 


                    Section
7.02 Withdrawal of Deposits. If
any Deposits remain outstanding on the Business Day next succeeding the Cut-off
Date, the Trustee shall promptly give the Escrow Agent notice, as contemplated
by clause (ii) of Section 1.02(e) of the Escrow Agreement, that the Trustee’s
obligation to purchase Equipment Notes under the NPA has terminated. 


                    Section
7.03 The Trustee. (a) Subject to Section 7.04 of this Trust
Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement, the Deposit Agreement, the NPA or the
Escrow Agreement or the due execution hereof or thereof by the Company or the
other parties thereto (other than the Trustee), or for or in respect of the
recitals and statements contained herein or therein, all of which recitals and
statements are made solely by the Company, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic
Agreement, each Class C Certificate, the Intercreditor Agreement, the NPA and
the Escrow Agreement has been executed and delivered by one of its officers who
is duly authorized to execute and deliver such document on its behalf. 


                    (b)
The Trustee shall at all times be a bank or trust company, organized and doing
business under the laws of the United States or any state thereof, a
substantial part of the business of which consists of (i) receiving deposits
and making loans or (ii) exercising fiduciary powers similar to those permitted
to national banks by the Comptroller of the Currency, and which is subject to
supervision and examination by state or federal authority having supervision
over banking institutions. 


                    Section
7.04 Representations and Warranties of the Trustee. The Trustee hereby represents and warrants
that: 


                    (a)
the Trustee has full power, authority and legal right to execute, deliver and
perform this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement, the NPA and the Note Documents to which it is or is to become a
party and has taken all necessary action to authorize the execution, delivery
and performance by it of this Trust Supplement, the Intercreditor Agreement,
the Escrow Agreement, the NPA and the Note Documents to which it is or is to
become a party; 


                    (b)
the execution, delivery and performance by the Trustee of this Trust
Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the
Note Documents to which it is or is to become a party (i) will not violate any
provision of any United States federal law or the law of the state of the
United States where it is located governing the banking and trust powers of the
Trustee or any order, writ, judgment, or decree of any court, arbitrator or
governmental authority applicable to the Trustee or any of its assets, (ii)
will not violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of any lien on any properties included in the Trust Property
pursuant to the provisions of any mortgage, indenture, contract, agreement or
other undertaking to which it is a party, which violation, default or lien
could reasonably be expected to have an 


24






adverse effect
on the Trustee’s performance or ability to perform its duties hereunder or
thereunder or on the transactions contemplated herein or therein; 


                    (c)
the execution, delivery and performance by the Trustee of this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note
Documents to which it is or is to become a party will not require the
authorization, consent, or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of the
United States where it is located regulating the banking and corporate trust
activities of the Trustee; and 


                    (d)
this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
NPA and the Note Documents to which it is or is to become a party have been, or
will be, as applicable, duly executed and delivered by the Trustee and
constitute, or will constitute, as applicable, the legal, valid and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms; provided, however, that enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity. 


                    Section
7.05 Trustee Liens. The Trustee
in its individual capacity agrees, in addition to the agreements contained in
Section 7.17 of the Basic Agreement, that it will at its own cost and expense
promptly take any action as may be necessary to duly discharge and satisfy in
full any Trustee’s Liens on or with respect to the Trust Property which are
attributable to the Trustee in its individual capacity and which are unrelated
to the transactions contemplated by the Intercreditor Agreement or the NPA. 


ARTICLE VIII


ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS


                    Section
8.01 Amendment of Section 5.02 of the Basic Agreement. Section 5.02 of the Basic Agreement shall be
amended, with respect to the Class C Trust, by (i) replacing the phrase “of
this Agreement” set forth in paragraph (a) thereof with the phrase “of the Note
Documents, of the NPA and of this Agreement” and (ii) replacing the phrase
“under this Agreement” set forth in paragraph (b) thereof with the phrase
“under this Agreement, the NPA and any Note Document”. 


                    Section
8.02 Supplemental Agreements Without Consent of Class C Certificateholders. Without limitation of Section 9.01 of the
Basic Agreement, under the terms of, and subject to the limitations contained
in, Section 9.01 of the Basic Agreement, the Company may (but will not be
required to), and the Trustee (subject to Section 9.03 of the Basic Agreement)
shall, at the Company’s request, at any time and from time to time, enter into
(or, in the case of the Deposit Agreement, consent to) (i) one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (14) of
such Section 9.01, and (without limitation of the foregoing or Section 9.01 of
the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be
deemed to include the Company’s obligations under (in the case of clause (2)),
and the Company’s rights 


25






and powers
conferred by (in the case of clause (3)), the NPA, and (b) references in
clauses (4), (5), (7) and (8) of such Section 9.01 to “any Intercreditor
Agreement or any Liquidity Facility” shall also be deemed to refer to “the
Intercreditor Agreement, the Escrow Agreement, the NPA, any Participation
Agreement or the Deposit Agreement”, (ii) one or more agreements supplemental
to the Agreement, the Intercreditor Agreement or the NPA to provide for the
formation of one or more Additional Trusts, the issuance of Additional
Certificates, the purchase by any Additional Trust of applicable Additional
Equipment Notes and other matters incidental thereto or otherwise contemplated
by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section
4(a)(v) of the NPA and Section 8.01(d) of the Intercreditor Agreement, and
(iii) one or more agreements supplemental to the Agreement to provide for the
formation of one or more Refinancing Trusts, the issuance of Refinancing
Certificates, the purchase by any Refinancing Trust of applicable Refinancing
Equipment Notes and other matters incidental thereto or as otherwise
contemplated by Section 2.01(b) of the Basic Agreement, subject to the
provisions of Section 4(a)(v) of the NPA and Section 8.01(c) of the
Intercreditor Agreement. In addition,
the following provisions of Section 9.01 of the Basic Agreement shall be
amended, with respect to the Class C Trust, as follows: (i) Section 9.01(6)
of the Basic Agreement shall be amended by inserting the phrase “(or to
facilitate any listing of any Certificates on any exchange or quotation system)
or any requirement of DTC or like depositary,” after the phrase “any exchange
or quotation system on which the Certificates of any series are listed” but
before the phrase “or of any regulatory body”; (ii) Section 9.01(7) of
the Basic Agreement shall be amended by inserting the phrase “to establish or”
after the phrase “to such extent as shall be necessary” but before the phrase
“to continue”; and (iii) Section 9.01(8) of the Basic Agreement shall be
amended by inserting the phrase “, or to evidence the substitution of a
Liquidity Provider with a Replacement Liquidity Provider or to provide for a
Replacement Liquidity Facility, “ after the phrase “one or more Trusts” but
before the phrase “and to add to or change”. 


                    Section
8.03 Supplemental Agreements with Consent of Class C Certificateholders. Without limitation of Section 9.02 of the
Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Escrow
Agreement, the Deposit Agreement or the NPA or modifying in any manner the
rights and obligations of the Class C Certificateholders under the Escrow
Agreement, the Deposit Agreement or the NPA; provided that the
provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include
reductions in any manner of, or delay in the timing of, any receipt by the
Class C Certificateholders of payments upon the Deposits. 


                    Section
8.04 Consent of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in Section
8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or
modification of Section 6.01 of this Trust Supplement shall be effective unless
the trustee for each Class of Certificates affected by such amendment or
modification shall have consented thereto. 


26






ARTICLE IX


MISCELLANEOUS PROVISIONS


                    Section
9.01 Final Termination Date. The
respective obligations and responsibilities of the Company and the Trustee
created hereby and the Class C Trust created hereby shall terminate upon the
distribution to all Class C Certificateholders
and the Trustee of all amounts required to be distributed to them
pursuant to this Agreement and the disposition of all property held as part of
the Trust Property; provided, however, that in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, Sr., the father of John F.
Kennedy, former President of the United States, living on the date of this
Trust Supplement. 


                    Section
9.02 Basic Agreement Ratified.
Except and so far as herein expressly provided, all of the provisions,
terms and conditions of the Basic Agreement are in all respects ratified and
confirmed; and the Basic Agreement and this Trust Supplement shall be taken,
read and construed as one and the same instrument. To the extent that any provisions of the Basic Agreement are
superseded by any provisions of this Trust Supplement, any reference to such
provisions of the Basic Agreement herein or in the Basic Agreement shall be
deemed to be such provisions of this Trust Supplement. 


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


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


                    Section
9.05 Intention of Parties. The
parties hereto intend that the Class C Trust be classified for United States
federal income tax purposes as a grantor trust under Subpart E, Part I,
Subchapter J, Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as
amended, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder of
a Class C Certificate, by its acceptance of its Class C Certificate or a
beneficial interest therein, agrees to treat the Class C Trust as a grantor
trust for all United States federal, state and local income tax purposes. The Trustee shall not be authorized or
empowered to do anything that would cause the Class C Trust to fail to qualify
as a grantor trust for such tax purposes (including as subject to this
restriction, acquiring any Aircraft by bidding the Equipment Notes relating
thereto or otherwise, or taking any action with respect to any such Aircraft
once acquired). 


27






                    IN
WITNESS WHEREOF, the parties have caused this Trust Supplement to be duly
executed by their respective officers thereto duly authorized 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,

 as Trustee


	
 

	
 

	
 


	
 

	
By:

	
  /s/
 Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau


	
 

	
 

	
Title:   Vice
 President





28






EXHIBIT A to 

TRUST SUPPLEMENT NO. 2007-1C


FORM OF CERTIFICATE


[THIS
CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. [THIS CERTIFICATE HAS NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS.]1 FOR SO LONG AS IT IS OUTSTANDING,
THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE
EXCEPT TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT; (3) AGREES THAT PRIOR TO SUCH TRANSFER IT WILL FURNISH TO
THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS CERTIFICATE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]2


[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 


	
 

	
 

	
 


	 

	 

	
 


	
1

	
To be included for each
 Global Certificate and each Definitive Certificate, in each case, relating to
 Initial Certificates. 


	
 

	
 


	
2

	
To be included on the face
 of each Global Certificate and each Definitive Certificate. 










DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]3


BY ITS
ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF A PLAN
OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE THIS
CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS
OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS. CERTAIN
TERMS USED IN THIS PARAGRAPH SHALL HAVE THE MEANINGS SPECIFIED IN THE
AGREEMENT. 


	
 

	
 

	
 


	 

	 

	
 


	
 3

	
This legend to appear on
 Book-Entry Certificates to be deposited with The Depositary Trust Company.










[GLOBAL CERTIFICATE]4


DELTA AIR LINES PASS THROUGH TRUST 2007-1C


DELTA AIR LINES [INITIAL] [EXCHANGE] PASS
THROUGH CERTIFICATE,

SERIES 2007-1C


Final Expected Regular Distribution
Date: August 10, 2014


evidencing a fractional undivided interest in
the Trust,

the property of which includes or will include, among

other things, certain Equipment Notes each secured by

an Aircraft owned by Delta Air Lines, Inc.


	
 

	
 

	
 

	
 

	
 


	
Certificate
 No. ______

	
 

	
$____________
 Fractional Undivided

	
 

	
CUSIP No.
 247367 BG9 


	
 

	
 

	
Interest
 representing [          ]%
 of the Trust per $1,000 face amount 

	
 

	
 





                    THIS
CERTIFIES THAT ________, for value received, is the registered owner of a
$______ (______ dollars) Fractional Undivided Interest [or such greater or
lesser amounts as shall be the aggregate outstanding face amount hereof as set
forth in the records of the Trustee]* (the “Reference Principal Amount”) in the Delta Air Lines Pass
Through Trust, Series 2007-1C (the “Trust”) created by U.S. BANK TRUST NATIONAL
ASSOCIATION, as successor trustee (the “Trustee”) under a Pass Through Trust
Agreement, dated as of November 16, 2000 (the “Basic Agreement”), between State
Street Bank and Trust Company of Connecticut, National Association and Delta
Air Lines, Inc., a Delaware corporation (the “Company”), as supplemented by
Trust Supplement No. 2007-1C thereto dated as of October 11, 2007
(collectively, and as may be amended from time to time, the “Agreement”),
between the Trustee and the Company, a summary of certain of the pertinent
provisions of which is set forth below.
To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly
authorized Certificates designated as “Delta Air Lines [Initial] [Exchange]
Pass Through Certificates, Series 2007-1C” (herein called the
“Certificates”). This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement. By virtue of its acceptance
hereof, the Certificateholder of this Certificate assents to and agrees to be
bound by all of the provisions of the Agreement and the Intercreditor
Agreement, including the subordination provisions of Section 9.09 of the
Intercreditor Agreement. The Trust
Property includes certain Equipment Notes and all rights of the Trust and the
Trustee, on behalf of the Trust, to receive any payments under the
Intercreditor Agreement. Each issue of
the Equipment Notes is secured by, among other things, a security interest in
the Aircraft owned by the Company.  


	
 

	
 

	
 


	 

	 

	
 


	
4

	
To be included on the face
 of each Global Certificate.


	
 

	
 

	
 


	
*

	
To be included in Global
 Certificates for Initial Certificates.










                    The
Certificates represent Fractional Undivided Interests in the Trust and the
Trust Property, and will have no rights, benefits or interest in respect of any
other separate trust established pursuant to the terms of the Basic Agreement
for any other series of certificates issued pursuant thereto. 


                    Subject
to and in accordance with the terms of the Agreement and the Intercreditor
Agreement, from funds then available to the Trustee, there will be distributed
on each February 10 and August 10 (each, a “Regular Distribution Date”),
commencing on February 10, 2008, to the Person in whose name this Certificate
is registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments
on the Equipment Notes are received by the Trustee, from funds then available
to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered
at the close of business on the 15th day preceding the Special Distribution
Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day and no
interest shall accrue during the intervening period. The Trustee shall mail notice of each Special Payment and the
Special Distribution Date therefor to the Certificateholder of this
Certificate. 


                    [The
Holder of this Certificate is entitled to the benefits of the Registration
Rights Agreement, dated as of October 11, 2007, among the Company, the Trustee
and the Initial Purchasers named therein (the “Registration Rights
Agreement”). Subject to the terms of
the Registration Rights Agreement, in the event that neither the consummation
of the Exchange Offer nor the declaration by the Commission of a Shelf
Registration to be effective (a “Registration Event”) occurs on or prior to the
270th day after October 11, 2007, the interest rate per annum borne by the
Certificates shall be increased by 0.50%, from and including such 270th day, to
but excluding the date on which a Registration Event occurs. In the event that the Shelf Registration
Statement ceases to be effective at any time during the period specified by the
Registration Rights Agreement for more than 60 days, whether or not
consecutive, during any 12-month period, the interest rate per annum borne by
the Certificates shall be increased by 0.50% from the 61st day of the
applicable 12-month period such Shelf Registration Statement ceases to be
effective until such time as the Shelf Registration Statement again becomes
effective.]5


                    Distributions
on this Certificate will be made by the Trustee by check mailed to the Person
entitled thereto, without the presentation or surrender of this Certificate or
the making of any notation hereon, except that with respect to Certificates
registered on the Record Date in 


	
 

	
 

	
 


	 

	 

	
 


	
5

	
To be included only on
 each Initial Certificate.










the name of a
Clearing Agency (or its nominee), such distributions shall be made by wire
transfer. Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after notice mailed by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in such notice. 


                    The
Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company, the Trustee, the Subordination
Agent, any Loan Trustee or any Affiliate of any thereof. The Certificates are limited in right of
payment, all as more specifically set forth on the face hereof and in the
Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement.
Each Certificateholder of this Certificate, by its acceptance hereof,
agrees that it will look solely to the income and proceeds from the Trust
Property to the extent available for any payment or distribution to such
Certificateholder pursuant to the terms of the Agreement and that it will not
have any recourse to the Company, the Trustee or the Loan Trustees except as
otherwise expressly provided in the Agreement, in any Note Document or in the
Intercreditor Agreement. This
Certificate does not purport to summarize the Agreement and reference is made
to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Trustee, and at
such other places, if any, designated by the Trustee, by any Certificateholder
upon request. 


                    The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Agreement at any time by the
Company and the Trustee with the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Trust.
Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Certificateholders of any of the
Certificates. 


                    As
provided in the Agreement and subject to certain limitations set forth therein,
the transfer of this Certificate is registrable in the Register upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee in its capacity as Registrar, or by any successor
Registrar duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Registrar, duly executed by the
Certificateholder hereof or such Certificateholder’s attorney duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in
the Trust will be issued to the designated transferee or transferees. 






                    The
Certificates are issuable only as registered Certificates without coupons in
minimum denominations of [$100,000]6 [$2,000 (or such other
denomination that is an integral multiple of $1,000 and, at the time of
issuance, is equal to at least 1,000 euros)]7 Fractional Undivided
Interest and multiples of $1,000 in excess thereof except that one Certificate
may be issued in a different denomination.
As provided in the Agreement and subject to certain limitations therein
set forth, the Certificates are exchangeable for new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in
the Trust, as requested by the Certificateholder surrendering the same. 


                    No
service charge will be made for any such registration of transfer or exchange,
but the Trustee shall require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith. 


                    The
Company, the Trustee, the Registrar and any Paying Agent shall deem and treat
the person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Company, the Trustee, the Registrar or any such
agent shall be affected by any notice to the contrary. 


                    Each
Certificateholder and Person with a beneficial interest herein, by its
acceptance of this Certificate or such interest, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. 


                    The
obligations and responsibilities created by the Agreement and the Trust created
thereby shall terminate upon the distribution to Certificateholders of all
amounts required to be distributed to them pursuant to the Agreement and the
disposition of all property held as part of the Trust Property. 


                    Any
Person acquiring or accepting this Certificate or an interest herein will, by
such acquisition or acceptance, be deemed to represent and warrant to the
Company, the Loan Trustees and the Trustee that either: (i) no assets of a Plan or any trust
established with respect to a Plan, have been used to acquire this Certificate
or an interest herein or (ii) the purchase and holding of this Certificate or
interest herein by such Person are exempt from the prohibited transaction
restrictions of ERISA and the Code or materially similar provisions of Similar
Law pursuant to one or more prohibited transaction statutory or administrative
exemptions. 


                    THIS
CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS. 


	
 

	
 

	
 


	 

	 

	
 


	
6

	
To be included only on
 each Initial Certificate.


	
 

	
 

	
 


	
7

	
To be included on each
 Exchange Certificate.










                    Unless
the certificate of authentication hereon has been executed by the Trustee, by
manual signature, this Certificate shall not be entitled to any benefit under
the Agreement or be valid for any purpose.







                    IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. 


	
 

	
 

	
 


	
 

	
DELTA AIR
 LINES PASS THROUGH TRUST 2007-1C 


	
 

	
 

	
 


	
 

	
By:

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION,

 as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Title:


	
 

	
 

	
 


	
Dated:

	
 

	
 










FORM OF THE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


This is one of the Certificates referred to
in the within-mentioned Agreement.


	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION,

 as Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Authorized
 Officer










[FORM OF TRANSFER NOTICE]


                    FOR
VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto 


                    Insert
Taxpayer Identification No. 


                    _____________________

Please print or typewrite name and address including zip code of assignee 


                    _____________________


the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing _______________________ attorney to transfer said Certificate
on the books of the Trustee with full power of substitution in the premises. 


[THE FOLLOWING PROVISION TO BE INCLUDED ON
ALL CERTIFICATES OTHER

THAN EXCHANGE CERTIFICATES]


                    In
connection with any transfer of this Certificate occurring prior to the date
which is the earlier of (i) the date the shelf registration statement is
declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that: 


                    [Check
One]  


                    [   ]
(a) this Certificate is being transferred in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by Rule
144A thereunder. 


                    or 



                    [   ]
(b) this Certificate is being transferred other than in accordance with (a)
above and documents are being furnished which comply with the conditions of
transfer set forth in this Certificate and the Agreement. 






If none of the
foregoing boxes is checked, the Trustee or other Registrar shall not be
obligated to register this Certificate in the name of any Person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 4.04 of the Trust Supplement shall
have been satisfied. 


	
 

	
 

	
 

	
 


	
 

	
 

	 

	
 


	
Date:
 ________________

	
 

	
NOTICE: The
 signature to this assignment must correspond with the name as written upon
 the face of the within-mentioned instrument in every particular, without
 alteration or any change whatsoever.


	
 

	
 

	
 


	
 

	
 

	
SIGNATURE
 GUARANTEE: _____________________





                    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended. 


                    TO
BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. 


                    The
undersigned represents and warrants that it is purchasing this Certificate for
its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A. 


	
 

	
 

	
 


	
Dated:
 ________________

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	 


	
 

	
 

	
NOTICE: To be executed by an executive officer










EXHIBIT B to

TRUST SUPPLEMENT NO. 2007-1C


DTC LETTER OF REPRESENTATIONS







N371DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE
PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
65,856.64 

	
 


	
August 10,
 2008

	
 

	
42,951.58 

	
 


	
February 10,
 2009

	
 

	
114,626.20 

	
 


	
August 10,
 2009

	
 

	
114,626.20 

	
 


	
February 10,
 2010

	
 

	
109,210.79 

	
 


	
August 10,
 2010

	
 

	
109,210.79 

	
 


	
February 10,
 2011

	
 

	
158,852.05 

	
 


	
August 10,
 2011

	
 

	
158,852.05 

	
 


	
February 10,
 2012

	
 

	
95,672.26 

	
 


	
August 10,
 2012

	
 

	
95,672.26 

	
 


	
February 10,
 2013

	
 

	
139,898.12 

	
 


	
August 10,
 2013

	
 

	
139,898.12 

	
 


	
February 10,
 2014

	
 

	
139,898.12 

	
 


	
August 10,
 2014

	
 

	
2,742,774.82 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N3749D


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
70,851.28 

	
 


	
August 10,
 2008

	
 

	
45,954.73 

	
 


	
February 10,
 2009

	
 

	
132,048.86 

	
 


	
August 10,
 2009

	
 

	
132,048.86 

	
 


	
February 10,
 2010

	
 

	
126,223.17 

	
 


	
August 10,
 2010

	
 

	
126,223.17 

	
 


	
February 10,
 2011

	
 

	
188,363.81 

	
 


	
August 10,
 2011

	
 

	
188,363.81 

	
 


	
February 10,
 2012

	
 

	
111,658.96 

	
 


	
August 10,
 2012

	
 

	
111,658.96 

	
 


	
February 10,
 2013

	
 

	
167,973.91 

	
 


	
August 10,
 2013

	
 

	
167,973.91 

	
 


	
February 10,
 2014

	
 

	
167,973.91 

	
 


	
August 10,
 2014

	
 

	
3,096,682.66 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N3750D


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
70,851.28 

	
 


	
August 10,
 2008

	
 

	
45,954.73 

	
 


	
February 10,
 2009

	
 

	
132,048.86 

	
 


	
August 10,
 2009

	
 

	
132,048.86 

	
 


	
February 10,
 2010

	
 

	
126,223.17 

	
 


	
August 10,
 2010

	
 

	
126,223.17 

	
 


	
February 10,
 2011

	
 

	
188,363.81 

	
 


	
August 10,
 2011

	
 

	
188,363.81 

	
 


	
February 10,
 2012

	
 

	
111,658.96 

	
 


	
August 10,
 2012

	
 

	
111,658.96 

	
 


	
February 10,
 2013

	
 

	
167,973.91 

	
 


	
August 10,
 2013

	
 

	
167,973.91 

	
 


	
February 10,
 2014

	
 

	
167,973.91 

	
 


	
August 10,
 2014

	
 

	
3,096,682.66 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N3751B


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
70,851.28 

	
 


	
August 10,
 2008

	
 

	
45,954.73 

	
 


	
February 10,
 2009

	
 

	
132,048.86 

	
 


	
August 10,
 2009

	
 

	
132,048.86 

	
 


	
February 10,
 2010

	
 

	
126,223.17 

	
 


	
August 10,
 2010

	
 

	
126,223.17 

	
 


	
February 10,
 2011

	
 

	
188,363.81 

	
 


	
August 10,
 2011

	
 

	
188,363.81 

	
 


	
February 10,
 2012

	
 

	
111,658.96 

	
 


	
August 10,
 2012

	
 

	
111,658.96 

	
 


	
February 10,
 2013

	
 

	
167,973.91 

	
 


	
August 10,
 2013

	
 

	
167,973.91 

	
 


	
February 10,
 2014

	
 

	
167,973.91 

	
 


	
August 10,
 2014

	
 

	
3,096,682.66 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N3752


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
70,851.28 

	
 


	
August 10,
 2008

	
 

	
45,954.73 

	
 


	
February 10,
 2009

	
 

	
132,048.86 

	
 


	
August 10,
 2009

	
 

	
132,048.86 

	
 


	
February 10,
 2010

	
 

	
126,223.17 

	
 


	
August 10,
 2010

	
 

	
126,223.17 

	
 


	
February 10,
 2011

	
 

	
188,363.81 

	
 


	
August 10,
 2011

	
 

	
188,363.81 

	
 


	
February 10,
 2012

	
 

	
111,658.96 

	
 


	
August 10,
 2012

	
 

	
111,658.96 

	
 


	
February 10,
 2013

	
 

	
167,973.91 

	
 


	
August 10,
 2013

	
 

	
167,973.91 

	
 


	
February 10,
 2014

	
 

	
167,973.91 

	
 


	
August 10,
 2014

	
 

	
3,096,682.66 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N3753


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
70,851.28 

	
 


	
August 10, 2008

	
 

	
45,954.73 

	
 


	
February 10, 2009

	
 

	
132,048.86 

	
 


	
August 10, 2009

	
 

	
132,048.86 

	
 


	
February 10, 2010

	
 

	
126,223.17 

	
 


	
August 10, 2010

	
 

	
126,223.17 

	
 


	
February 10, 2011

	
 

	
188,363.81 

	
 


	
August 10, 2011

	
 

	
188,363.81 

	
 


	
February 10, 2012

	
 

	
111,658.96 

	
 


	
August 10, 2012

	
 

	
111,658.96 

	
 


	
February 10, 2013

	
 

	
167,973.91 

	
 


	
August 10, 2013

	
 

	
167,973.91 

	
 


	
February 10, 2014

	
 

	
167,973.91 

	
 


	
August 10, 2014

	
 

	
3,096,682.66 

	
 


	
February 10, 2015

	
 

	
 - 

	
 


	
August 10, 2015

	
 

	
 - 

	
 


	
February 10, 2016

	
 

	
 - 

	
 


	
August 10, 2016

	
 

	
 - 

	
 


	
February 10, 2017

	
 

	
 - 

	
 


	
August 10, 2017

	
 

	
 - 

	
 


	
February 10, 2018

	
 

	
 - 

	
 


	
August 10, 2018

	
 

	
 - 

	
 


	
February 10, 2019

	
 

	
 - 

	
 


	
August 10, 2019

	
 

	
 - 

	
 


	
February 10, 2020

	
 

	
 - 

	
 


	
August 10, 2020

	
 

	
 - 

	
 


	
February 10, 2021

	
 

	
 - 

	
 


	
August 10, 2021

	
 

	
 - 

	
 


	
February 10, 2022

	
 

	
 - 

	
 


	
August 10, 2022

	
 

	
 - 

	
 










N3754A


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
70,851.28 

	
 


	
August 10, 2008

	
 

	
45,954.73 

	
 


	
February 10, 2009

	
 

	
132,048.86 

	
 


	
August 10, 2009

	
 

	
132,048.86 

	
 


	
February 10, 2010

	
 

	
126,223.17 

	
 


	
August 10, 2010

	
 

	
126,223.17 

	
 


	
February 10, 2011

	
 

	
188,363.81 

	
 


	
August 10, 2011

	
 

	
188,363.81 

	
 


	
February 10, 2012

	
 

	
111,658.96 

	
 


	
August 10, 2012

	
 

	
111,658.96 

	
 


	
February 10, 2013

	
 

	
167,973.91 

	
 


	
August 10, 2013

	
 

	
167,973.91 

	
 


	
February 10, 2014

	
 

	
167,973.91 

	
 


	
August 10, 2014

	
 

	
3,096,682.66 

	
 


	
February 10, 2015

	
 

	
 - 

	
 


	
August 10, 2015

	
 

	
 - 

	
 


	
February 10, 2016

	
 

	
 - 

	
 


	
August 10, 2016

	
 

	
 - 

	
 


	
February 10, 2017

	
 

	
 - 

	
 


	
August 10, 2017

	
 

	
 - 

	
 


	
February 10, 2018

	
 

	
 - 

	
 


	
August 10, 2018

	
 

	
 - 

	
 


	
February 10, 2019

	
 

	
 - 

	
 


	
August 10, 2019

	
 

	
 - 

	
 


	
February 10, 2020

	
 

	
 - 

	
 


	
August 10, 2020

	
 

	
 - 

	
 


	
February 10, 2021

	
 

	
 - 

	
 


	
August 10, 2021

	
 

	
 - 

	
 


	
February 10, 2022

	
 

	
 - 

	
 


	
August 10, 2022

	
 

	
 - 

	
 










N3755D


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
70,851.28 

	
 


	
August 10, 2008

	
 

	
45,954.73 

	
 


	
February 10, 2009

	
 

	
132,048.86 

	
 


	
August 10, 2009

	
 

	
132,048.86 

	
 


	
February 10, 2010

	
 

	
126,223.17 

	
 


	
August 10, 2010

	
 

	
126,223.17 

	
 


	
February 10, 2011

	
 

	
188,363.81 

	
 


	
August 10, 2011

	
 

	
188,363.81 

	
 


	
February 10, 2012

	
 

	
111,658.96 

	
 


	
August 10, 2012

	
 

	
111,658.96 

	
 


	
February 10, 2013

	
 

	
167,973.91 

	
 


	
August 10, 2013

	
 

	
167,973.91 

	
 


	
February 10, 2014

	
 

	
167,973.91 

	
 


	
August 10, 2014

	
 

	
3,096,682.66 

	
 


	
February 10, 2015

	
 

	
 - 

	
 


	
August 10, 2015

	
 

	
 - 

	
 


	
February 10, 2016

	
 

	
 - 

	
 


	
August 10, 2016

	
 

	
 - 

	
 


	
February 10, 2017

	
 

	
 - 

	
 


	
August 10, 2017

	
 

	
 - 

	
 


	
February 10, 2018

	
 

	
 - 

	
 


	
August 10, 2018

	
 

	
 - 

	
 


	
February 10, 2019

	
 

	
 - 

	
 


	
August 10, 2019

	
 

	
 - 

	
 


	
February 10, 2020

	
 

	
 - 

	
 


	
August 10, 2020

	
 

	
 - 

	
 


	
February 10, 2021

	
 

	
 - 

	
 


	
August 10, 2021

	
 

	
 - 

	
 


	
February 10, 2022

	
 

	
 - 

	
 


	
August 10, 2022

	
 

	
 - 

	
 










N3757D


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
70,851.28 

	
 


	
August 10, 2008

	
 

	
45,954.73 

	
 


	
February 10, 2009

	
 

	
132,048.86 

	
 


	
August 10, 2009

	
 

	
132,048.86 

	
 


	
February 10, 2010

	
 

	
126,223.17 

	
 


	
August 10, 2010

	
 

	
126,223.17 

	
 


	
February 10, 2011

	
 

	
188,363.81 

	
 


	
August 10, 2011

	
 

	
188,363.81 

	
 


	
February 10, 2012

	
 

	
111,658.96 

	
 


	
August 10, 2012

	
 

	
111,658.96 

	
 


	
February 10, 2013

	
 

	
167,973.91 

	
 


	
August 10, 2013

	
 

	
167,973.91 

	
 


	
February 10, 2014

	
 

	
167,973.91 

	
 


	
August 10, 2014

	
 

	
3,096,682.66 

	
 


	
February 10, 2015

	
 

	
 - 

	
 


	
August 10, 2015

	
 

	
 - 

	
 


	
February 10, 2016

	
 

	
 - 

	
 


	
August 10, 2016

	
 

	
 - 

	
 


	
February 10, 2017

	
 

	
 - 

	
 


	
August 10, 2017

	
 

	
 - 

	
 


	
February 10, 2018

	
 

	
 - 

	
 


	
August 10, 2018

	
 

	
 - 

	
 


	
February 10, 2019

	
 

	
 - 

	
 


	
August 10, 2019

	
 

	
 - 

	
 


	
February 10, 2020

	
 

	
 - 

	
 


	
August 10, 2020

	
 

	
 - 

	
 


	
February 10, 2021

	
 

	
 - 

	
 


	
August 10, 2021

	
 

	
 - 

	
 


	
February 10, 2022

	
 

	
 - 

	
 


	
August 10, 2022

	
 

	
 - 

	
 










N3758Y


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
70,851.28 

	
 


	
August 10, 2008

	
 

	
45,954.73 

	
 


	
February 10, 2009

	
 

	
132,048.86 

	
 


	
August 10, 2009

	
 

	
132,048.86 

	
 


	
February 10, 2010

	
 

	
126,223.17 

	
 


	
August 10, 2010

	
 

	
126,223.17 

	
 


	
February 10, 2011

	
 

	
188,363.81 

	
 


	
August 10, 2011

	
 

	
188,363.81 

	
 


	
February 10, 2012

	
 

	
111,658.96 

	
 


	
August 10, 2012

	
 

	
111,658.96 

	
 


	
February 10, 2013

	
 

	
167,973.91 

	
 


	
August 10, 2013

	
 

	
167,973.91 

	
 


	
February 10, 2014

	
 

	
167,973.91 

	
 


	
August 10, 2014

	
 

	
3,096,682.66 

	
 


	
February 10, 2015

	
 

	
 - 

	
 


	
August 10, 2015

	
 

	
 - 

	
 


	
February 10, 2016

	
 

	
 - 

	
 


	
August 10, 2016

	
 

	
 - 

	
 


	
February 10, 2017

	
 

	
 - 

	
 


	
August 10, 2017

	
 

	
 - 

	
 


	
February 10, 2018

	
 

	
 - 

	
 


	
August 10, 2018

	
 

	
 - 

	
 


	
February 10, 2019

	
 

	
 - 

	
 


	
August 10, 2019

	
 

	
 - 

	
 


	
February 10, 2020

	
 

	
 - 

	
 


	
August 10, 2020

	
 

	
 - 

	
 


	
February 10, 2021

	
 

	
 - 

	
 


	
August 10, 2021

	
 

	
 - 

	
 


	
February 10, 2022

	
 

	
 - 

	
 


	
August 10, 2022

	
 

	
 - 

	
 











N3756


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal 

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
70,851.28 

	
 


	
August 10,
 2008

	
 

	
45,954.73 

	
 


	
February 10,
 2009

	
 

	
132,048.86 

	
 


	
August 10,
 2009

	
 

	
132,048.86 

	
 


	
February 10,
 2010

	
 

	
126,223.17 

	
 


	
August 10,
 2010

	
 

	
126,223.17 

	
 


	
February 10,
 2011

	
 

	
188,363.81 

	
 


	
August 10,
 2011

	
 

	
188,363.81 

	
 


	
February 10,
 2012

	
 

	
111,658.96 

	
 


	
August 10,
 2012

	
 

	
111,658.96 

	
 


	
February 10,
 2013

	
 

	
167,973.91 

	
 


	
August 10,
 2013

	
 

	
167,973.91 

	
 


	
February 10,
 2014

	
 

	
167,973.91 

	
 


	
August 10,
 2014

	
 

	
3,096,682.66 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N174DZ


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
100,948.35 

	
 


	
August 10,
 2008

	
 

	
65,880.41 

	
 


	
February 10,
 2009

	
 

	
268,494.01 

	
 


	
August 10,
 2009

	
 

	
268,494.01 

	
 


	
February 10,
 2010

	
 

	
251,886.13 

	
 


	
August 10,
 2010

	
 

	
251,886.13 

	
 


	
February 10,
 2011

	
 

	
150,854.88 

	
 


	
August 10,
 2011

	
 

	
150,854.88 

	
 


	
February 10,
 2012

	
 

	
222,822.35 

	
 


	
August 10,
 2012

	
 

	
222,822.35 

	
 


	
February 10,
 2013

	
 

	
206,214.47 

	
 


	
August 10,
 2013

	
 

	
206,214.47 

	
 


	
February 10,
 2014

	
 

	
206,214.47 

	
 


	
August 10,
 2014

	
 

	
1,946,413.09 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N175DZ


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal
 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
106,175.50 

	
 


	
August 10,
 2008

	
 

	
67,719.67 

	
 


	
February 10,
 2009

	
 

	
291,103.07 

	
 


	
August 10,
 2009

	
 

	
291,103.07 

	
 


	
February 10,
 2010

	
 

	
273,636.89 

	
 


	
August 10,
 2010

	
 

	
273,636.89 

	
 


	
February 10,
 2011

	
 

	
163,017.72 

	
 


	
August 10,
 2011

	
 

	
163,017.72 

	
 


	
February 10,
 2012

	
 

	
243,071.06 

	
 


	
August 10,
 2012

	
 

	
243,071.06 

	
 


	
February 10,
 2013

	
 

	
225,604.88 

	
 


	
August 10,
 2013

	
 

	
225,604.88 

	
 


	
February 10,
 2014

	
 

	
225,604.88 

	
 


	
August 10,
 2014

	
 

	
2,154,632.71 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N176DZ


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
106,175.50 

	
 


	
August 10,
 2008

	
 

	
67,719.67 

	
 


	
February 10,
 2009

	
 

	
291,103.07 

	
 


	
August 10,
 2009

	
 

	
291,103.07 

	
 


	
February 10,
 2010

	
 

	
273,636.89 

	
 


	
August 10,
 2010

	
 

	
273,636.89 

	
 


	
February 10,
 2011

	
 

	
163,017.72 

	
 


	
August 10,
 2011

	
 

	
163,017.72 

	
 


	
February 10,
 2012

	
 

	
243,071.06 

	
 


	
August 10,
 2012

	
 

	
243,071.06 

	
 


	
February 10,
 2013

	
 

	
225,604.88 

	
 


	
August 10,
 2013

	
 

	
225,604.88 

	
 


	
February 10,
 2014

	
 

	
225,604.88 

	
 


	
August 10,
 2014

	
 

	
2,154,632.71 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N177DZ


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
106,175.50 

	
 


	
August 10,
 2008

	
 

	
67,719.67 

	
 


	
February 10,
 2009

	
 

	
291,103.07 

	
 


	
August 10,
 2009

	
 

	
291,103.07 

	
 


	
February 10,
 2010

	
 

	
273,636.89 

	
 


	
August 10,
 2010

	
 

	
273,636.89 

	
 


	
February 10,
 2011

	
 

	
163,017.72 

	
 


	
August 10,
 2011

	
 

	
163,017.72 

	
 


	
February 10,
 2012

	
 

	
243,071.06 

	
 


	
August 10,
 2012

	
 

	
243,071.06 

	
 


	
February 10,
 2013

	
 

	
225,604.88 

	
 


	
August 10,
 2013

	
 

	
225,604.88 

	
 


	
February 10,
 2014

	
 

	
225,604.88 

	
 


	
August 10,
 2014

	
 

	
2,154,632.71 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N835MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE 
PRINCIPAL PAYMENTS



	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N834MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT
NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N826MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N836MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N825MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N837MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
101,243.26 

	
 


	
August 10,
 2008

	
 

	
89,340.70 

	
 


	
February 10,
 2009

	
 

	
327,798.59 

	
 


	
August 10,
 2009

	
 

	
327,798.59 

	
 


	
February 10,
 2010

	
 

	
308,703.52 

	
 


	
August 10,
 2010

	
 

	
308,703.52 

	
 


	
February 10,
 2011

	
 

	
182,994.36 

	
 


	
August 10,
 2011

	
 

	
182,994.36 

	
 


	
February 10,
 2012

	
 

	
275,287.16 

	
 


	
August 10,
 2012

	
 

	
275,287.16 

	
 


	
February 10,
 2013

	
 

	
256,192.10 

	
 


	
August 10,
 2013

	
 

	
256,192.10 

	
 


	
February 10,
 2014

	
 

	
256,192.10 

	
 


	
August 10,
 2014

	
 

	
2,474,272.48 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N838MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N839MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N827MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N840MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N841MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N842MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
103,941.57 

	
 


	
August 10,
 2008

	
 

	
92,885.74 

	
 


	
February 10,
 2009

	
 

	
344,640.92 

	
 


	
August 10,
 2009

	
 

	
344,640.92 

	
 


	
February 10,
 2010

	
 

	
324,944.86 

	
 


	
August 10,
 2010

	
 

	
324,944.86 

	
 


	
February 10,
 2011

	
 

	
192,016.53 

	
 


	
August 10,
 2011

	
 

	
192,016.53 

	
 


	
February 10,
 2012

	
 

	
290,476.75 

	
 


	
August 10,
 2012

	
 

	
290,476.75 

	
 


	
February 10,
 2013

	
 

	
270,780.68 

	
 


	
August 10,
 2013

	
 

	
270,780.68 

	
 


	
February 10,
 2014

	
 

	
270,780.68 

	
 


	
August 10,
 2014

	
 

	
2,632,672.53 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10, 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N843MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
106,593.60 

	
 


	
August 10,
 2008

	
 

	
96,658.90 

	
 


	
February 10,
 2009

	
 

	
365,671.00 

	
 


	
August 10,
 2009

	
 

	
365,671.00 

	
 


	
February 10,
 2010

	
 

	
345,352.42 

	
 


	
August 10,
 2010

	
 

	
345,352.42 

	
 


	
February 10,
 2011

	
 

	
203,154.09 

	
 


	
August 10,
 2011

	
 

	
203,154.09 

	
 


	
February 10,
 2012

	
 

	
309,794.90 

	
 


	
August 10,
 2012

	
 

	
309,794.90 

	
 


	
February 10,
 2013

	
 

	
289,476.31 

	
 


	
August 10,
 2013

	
 

	
289,476.31 

	
 


	
February 10,
 2014

	
 

	
289,476.31 

	
 


	
August 10,
 2014

	
 

	
2,841,373.75 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N844MH


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
106,593.60 

	
 


	
August 10,
 2008

	
 

	
96,658.90 

	
 


	
February 10,
 2009

	
 

	
365,671.00 

	
 


	
August 10,
 2009

	
 

	
365,671.00 

	
 


	
February 10,
 2010

	
 

	
345,352.42 

	
 


	
August 10,
 2010

	
 

	
345,352.42 

	
 


	
February 10,
 2011

	
 

	
203,154.09 

	
 


	
August 10, 2011

	
 

	
203,154.09 

	
 


	
February 10,
 2012

	
 

	
309,794.90 

	
 


	
August 10,
 2012

	
 

	
309,794.90 

	
 


	
February 10,
 2013

	
 

	
289,476.31 

	
 


	
August 10,
 2013

	
 

	
289,476.31 

	
 


	
February 10,
 2014

	
 

	
289,476.31 

	
 


	
August 10,
 2014

	
 

	
2,841,373.75 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N860DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Scheduled
 Principal
Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
202,510.34 

	
 


	
August 10,
 2008

	
 

	
130,626.88 

	
 


	
February 10,
 2009

	
 

	
554,990.60 

	
 


	
August 10,
 2009

	
 

	
554,990.60 

	
 


	
February 10,
 2010

	
 

	
521,691.17 

	
 


	
August 10,
 2010

	
 

	
521,691.17 

	
 


	
February 10,
 2011

	
 

	
310,794.74 

	
 


	
August 10,
 2011

	
 

	
310,794.74 

	
 


	
February 10,
 2012

	
 

	
463,417.15 

	
 


	
August 10,
 2012

	
 

	
463,417.15 

	
 


	
February 10,
 2013

	
 

	
430,117.72 

	
 


	
August 10,
 2013

	
 

	
430,117.72 

	
 


	
February 10,
 2014

	
 

	
430,117.72 

	
 


	
August 10,
 2014

	
 

	
4,108,722.30 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 










N861DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
202,510.34 

	
 


	
August 10,
 2008

	
 

	
130,626.88 

	
 


	
February 10,
 2009

	
 

	
554,990.60 

	
 


	
August 10,
 2009

	
 

	
554,990.60 

	
 


	
February 10,
 2010

	
 

	
521,691.17 

	
 


	
August 10,
 2010

	
 

	
521,691.17 

	
 


	
February 10,
 2011

	
 

	
310,794.74 

	
 


	
August 10,
 2011

	
 

	
310,794.74 

	
 


	
February 10,
 2012

	
 

	
463,417.15 

	
 


	
August 10,
 2012

	
 

	
463,417.15 

	
 


	
February 10,
 2013

	
 

	
430,117.72 

	
 


	
August 10,
 2013

	
 

	
430,117.72 

	
 


	
February 10,
 2014

	
 

	
430,117.72 

	
 


	
August 10,
 2014

	
 

	
4,108,722.30 

	
 


	
February 10,
 2015

	
 

	
- 

	
 


	
August 10,
 2015

	
 

	
- 

	
 


	
February 10,
 2016

	
 

	
- 

	
 


	
August 10,
 2016

	
 

	
- 

	
 


	
February 10,
 2017

	
 

	
- 

	
 


	
August 10,
 2017

	
 

	
- 

	
 


	
February 10,
 2018

	
 

	
- 

	
 


	
August 10,
 2018

	
 

	
- 

	
 


	
February 10,
 2019

	
 

	
- 

	
 


	
August 10,
 2019

	
 

	
- 

	
 


	
February 10,
 2020

	
 

	
- 

	
 


	
August 10,
 2020

	
 

	
- 

	
 


	
February 10,
 2021

	
 

	
- 

	
 


	
August 10,
 2021

	
 

	
- 

	
 


	
February 10,
 2022

	
 

	
- 

	
 


	
August 10,
 2022

	
 

	
- 

	
 











N865DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

  Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
202,510.34

	
 


	
August 10, 2008

	
 

	
130,626.88

	
 


	
February 10, 2009

	
 

	
554,990.60

	
 


	
August 10, 2009

	
 

	
554,990.60

	
 


	
February 10, 2010

	
 

	
521,691.17

	
 


	
August 10, 2010

	
 

	
521,691.17

	
 


	
February 10, 2011

	
 

	
310,794.74

	
 


	
August 10, 2011

	
 

	
310,794.74

	
 


	
February 10, 2012

	
 

	
463,417.15

	
 


	
August 10, 2012

	
 

	
463,417.15

	
 


	
February 10, 2013

	
 

	
430,117.72

	
 


	
August 10, 2013

	
 

	
430,117.72

	
 


	
February 10, 2014

	
 

	
430,117.72

	
 


	
August 10, 2014

	
 

	
4,108,722.30

	
 


	
February 10, 2015

	
 

	
-

	
 


	
August 10, 2015

	
 

	
-

	
 


	
February 10, 2016

	
 

	
-

	
 


	
August 10, 2016

	
 

	
-

	
 


	
February 10, 2017

	
 

	
-

	
 


	
August 10, 2017

	
 

	
-

	
 


	
February 10, 2018

	
 

	
-

	
 


	
August 10, 2018

	
 

	
-

	
 


	
February 10, 2019

	
 

	
-

	
 


	
August 10, 2019

	
 

	
-

	
 


	
February 10, 2020

	
 

	
-

	
 


	
August 10, 2020

	
 

	
-

	
 


	
February 10, 2021

	
 

	
-

	
 


	
August 10, 2021

	
 

	
-

	
 


	
February 10, 2022

	
 

	
-

	
 


	
August 10, 2022

	
 

	
-

	
 









N866DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

  Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
202,510.34

	
 


	
August 10, 2008

	
 

	
130,626.88

	
 


	
February 10, 2009

	
 

	
554,990.60

	
 


	
August 10, 2009

	
 

	
554,990.60

	
 


	
February 10, 2010

	
 

	
521,691.17

	
 


	
August 10, 2010

	
 

	
521,691.17

	
 


	
February 10, 2011

	
 

	
310,794.74

	
 


	
August 10, 2011

	
 

	
310,794.74

	
 


	
February 10, 2012

	
 

	
463,417.15

	
 


	
August 10, 2012

	
 

	
463,417.15

	
 


	
February 10, 2013

	
 

	
430,117.72

	
 


	
August 10, 2013

	
 

	
430,117.72

	
 


	
February 10, 2014

	
 

	
430,117.72

	
 


	
August 10, 2014

	
 

	
4,108,722.30

	
 


	
February 10, 2015

	
 

	
-

	
 


	
August 10, 2015

	
 

	
-

	
 


	
February 10, 2016

	
 

	
-

	
 


	
August 10, 2016

	
 

	
-

	
 


	
February 10, 2017

	
 

	
-

	
 


	
August 10, 2017

	
 

	
-

	
 


	
February 10, 2018

	
 

	
-

	
 


	
August 10, 2018

	
 

	
-

	
 


	
February 10, 2019

	
 

	
-

	
 


	
August 10, 2019

	
 

	
-

	
 


	
February 10, 2020

	
 

	
-

	
 


	
August 10, 2020

	
 

	
-

	
 


	
February 10, 2021

	
 

	
-

	
 


	
August 10, 2021

	
 

	
-

	
 


	
February 10, 2022

	
 

	
-

	
 


	
August 10, 2022

	
 

	
-

	
 









N862DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

  Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
202,510.34

	
 


	
August 10, 2008

	
 

	
130,626.88

	
 


	
February 10, 2009

	
 

	
554,990.60

	
 


	
August 10, 2009

	
 

	
554,990.60

	
 


	
February 10, 2010

	
 

	
521,691.17

	
 


	
August 10, 2010

	
 

	
521,691.17

	
 


	
February 10, 2011

	
 

	
310,794.74

	
 


	
August 10, 2011

	
 

	
310,794.74

	
 


	
February 10, 2012

	
 

	
463,417.15

	
 


	
August 10, 2012

	
 

	
463,417.15

	
 


	
February 10, 2013

	
 

	
430,117.72

	
 


	
August 10, 2013

	
 

	
430,117.72

	
 


	
February 10, 2014

	
 

	
430,117.72

	
 


	
August 10, 2014

	
 

	
4,108,722.30

	
 


	
February 10, 2015

	
 

	
-

	
 


	
August 10, 2015

	
 

	
-

	
 


	
February 10, 2016

	
 

	
-

	
 


	
August 10, 2016

	
 

	
-

	
 


	
February 10, 2017

	
 

	
-

	
 


	
August 10, 2017

	
 

	
-

	
 


	
February 10, 2018

	
 

	
-

	
 


	
August 10, 2018

	
 

	
-

	
 


	
February 10, 2019

	
 

	
-

	
 


	
August 10, 2019

	
 

	
-

	
 


	
February 10, 2020

	
 

	
-

	
 


	
August 10, 2020

	
 

	
-

	
 


	
February 10, 2021

	
 

	
-

	
 


	
August 10, 2021

	
 

	
-

	
 


	
February 10, 2022

	
 

	
-

	
 


	
August 10, 2022

	
 

	
-

	
 









N864DA


SCHEDULE I-A to

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

  Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
202,510.34

	
 


	
August 10, 2008

	
 

	
130,626.88

	
 


	
February 10, 2009

	
 

	
554,990.60

	
 


	
August 10, 2009

	
 

	
554,990.60

	
 


	
February 10, 2010

	
 

	
521,691.17

	
 


	
August 10, 2010

	
 

	
521,691.17

	
 


	
February 10, 2011

	
 

	
310,794.74

	
 


	
August 10, 2011

	
 

	
310,794.74

	
 


	
February 10, 2012

	
 

	
463,417.15

	
 


	
August 10, 2012

	
 

	
463,417.15

	
 


	
February 10, 2013

	
 

	
430,117.72

	
 


	
August 10, 2013

	
 

	
430,117.72

	
 


	
February 10, 2014

	
 

	
430,117.72

	
 


	
August 10, 2014

	
 

	
4,108,722.30

	
 


	
February 10, 2015

	
 

	
-

	
 


	
August 10, 2015

	
 

	
-

	
 


	
February 10, 2016

	
 

	
-

	
 


	
August 10, 2016

	
 

	
-

	
 


	
February 10, 2017

	
 

	
-

	
 


	
August 10, 2017

	
 

	
-

	
 


	
February 10, 2018

	
 

	
-

	
 


	
August 10, 2018

	
 

	
-

	
 


	
February 10, 2019

	
 

	
-

	
 


	
August 10, 2019

	
 

	
-

	
 


	
February 10, 2020

	
 

	
-

	
 


	
August 10, 2020

	
 

	
-

	
 


	
February 10, 2021

	
 

	
-

	
 


	
August 10, 2021

	
 

	
-

	
 


	
February 10, 2022

	
 

	
-

	
 


	
August 10,
  2022

	
 

	
-

	
 










N863DA


SCHEDULE I-A to 

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTE 

PRINCIPAL PAYMENTS


	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal

 Payments


	 

	
 

	 


	
February 10, 2008

	
 

	
202,510.34


	
August 10, 2008

	
 

	
130,626.88


	
February 10, 2009

	
 

	
554,990.60


	
August 10, 2009

	
 

	
554,990.60


	
February 10, 2010

	
 

	
521,691.17


	
August 10, 2010

	
 

	
521,691.17


	
February 10, 2011

	
 

	
310,794.74


	
August 10, 2011

	
 

	
310,794.74


	
February 10, 2012

	
 

	
463,417.15


	
August 10, 2012

	
 

	
463,417.15


	
February 10, 2013

	
 

	
430,117.72


	
August 10, 2013

	
 

	
430,117.72


	
February 10, 2014

	
 

	
430,117.72


	
August 10, 2014

	
 

	
4,108,722.30   


	
February 10, 2015

	
 

	
-                


	
August 10, 2015

	
 

	
-                


	
February 10, 2016

	
 

	
-                


	
August 10, 2016

	
 

	
-                


	
February 10, 2017

	
 

	
-                


	
August 10, 2017

	
 

	
-                


	
February 10, 2018

	
 

	
-                


	
August 10, 2018

	
 

	
-                


	
February 10, 2019

	
 

	
-                


	
August 10, 2019

	
 

	
-                


	
February 10, 2020

	
 

	
-                


	
August 10, 2020

	
 

	
-                


	
February 10, 2021

	
 

	
-                


	
August 10, 2021

	
 

	
-                


	
February 10, 2022

	
 

	
-                


	
August 10, 2022

	
 

	
-                










SCHEDULE I-B to 

TRUST SUPPLEMENT NO. 2007-1C


AGGREGATE EQUIPMENT NOTE PRINCIPAL PAYMENTS


	
 

	
 

	
 

	
 


	
Payment Date

	
 

	
Scheduled Principal Payments


	 

	
 

	 


	
February 10,
 2008

	
 

	
4,055,712.85

	
 


	
August 10,
 2008

	
 

	
2,972,602.90

	
 


	
February 10,
 2009

	
 

	
11,227,831.28

	
 


	
August 10,
 2009

	
 

	
11,227,831.28

	
 


	
February 10,
 2010

	
 

	
10,588,672.60

	
 


	
August 10,
 2010

	
 

	
10,588,672.60

	
 


	
February 10,
 2011

	
 

	
7,514,334.89

	
 


	
August 10,
 2011

	
 

	
7,514,334.89

	
 


	
February 10,
 2012

	
 

	
9,422,390.70

	
 


	
August 10,
 2012

	
 

	
9,422,390.70

	
 


	
February 10,
 2013

	
 

	
9,454,279.67

	
 


	
August 10,
 2013

	
 

	
9,454,279.67

	
 


	
February 10,
 2014

	
 

	
9,454,279.67

	
 


	
August 10,
 2014

	
 

	
107,205,386.30

	
 










SCHEDULE II to 

TRUST SUPPLEMENT NO. 2007-1C


EQUIPMENT NOTES, 

PRINCIPAL AMOUNTS, MATURITIES AND AIRCRAFT


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Principal Amount of

	
 

	
 

	
 

	
 

	
 

	
Aircraft Registration


	
Equipment Notes

	
 

	
Maturity

	
 

	
Aircraft

	
 

	

 Number


	 

	
 

	 

	
 

	 

	
 

	 


	
4,228,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N371DA


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3749D


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3750D


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3751B


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3752


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3753


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3754A


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3755D


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3757D


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3758Y


	
4,834,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 737-800

	
 

	
 

	
N3756


	
4,520,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-300ER

	
 

	
 

	
N174DZ


	
4,947,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-300ER

	
 

	
 

	
N175DZ


	
4,947,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-300ER

	
 

	
 

	
N176DZ


	
4,947,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-300ER

	
 

	
 

	
N177DZ


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N835MH


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N834MH


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N826MH


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N836MH


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N825MH


	
5,623,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N837MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N838MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N839MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N827MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N840MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N841MH


	
5,946,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N842MH


	
6,361,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N843MH


	
6,361,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 767-400ER

	
 

	
 

	
N844MH


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N860DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N861DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N865DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N866DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N862DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N864DA


	
9,434,000.00

	
 

	
August 10, 2014

	
 

	
 

	
 

	
Boeing
 777-200ER

	
 

	
 

	
N863DA










SCHEDULE III to 

TRUST SUPPLEMENT NO. 2007-1C


NOTE DOCUMENTS


Participation Agreement 

Indenture and Security Agreement


For each of the aircraft listed in Schedule II.