EXHIBIT 4.5


EXECUTION COPY


REVOLVING CREDIT AGREEMENT

(2007-1B)


Dated as of October 11, 2007


between


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent,

as agent and trustee for the trustee of

Delta Air Lines Pass Through Trust 2007-1B,


as Borrower


and


LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE


as Liquidity Provider


Delta Air Lines Pass Through Trust 2007-1B

8.021% Delta Air Lines

Pass Through Certificates,

Series 2007-1B






Table of Contents


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	 


	
Article I


	
 

	
 


	
DEFINITIONS


	
 

	
 


	
Section 1.01

	
Definitions

	
1


	
 

	
 

	
 


	
Article II


	
 

	
 

	
 


	
AMOUNT AND TERMS OF THE COMMITMENT


	
 


	
Section 2.01

	
The Advances

	
8


	
 


	
Section 2.02

	
Making of
 Advances

	
8


	
 


	
Section 2.03

	
Fees

	
10


	
 


	
Section 2.04

	
Increase,
 Reduction or Termination of the Maximum Commitment

	
10


	
 


	
Section 2.05

	
Repayments
 of Interest Advances, the Special Termination Advance or the Final Advance

	
10


	
 


	
Section 2.06

	
Repayments
 of Provider Advances

	
11


	
 


	
Section 2.07

	
Payments to
 the Liquidity Provider Under the Intercreditor Agreement

	
12


	
 


	
Section 2.08

	
Book Entries

	
12


	
 


	
Section 2.09

	
Payments
 from Available Funds Only

	
12


	
 

	
 

	
 


	
Article III


	
 

	
 

	
 


	
OBLIGATIONS OF THE BORROWER


	
 


	
Section 3.01

	
Increased
 Costs

	
13


	
 


	
Section 3.02

	
Intentionally
 omitted

	
14


	
 


	
Section 3.03

	
Withholding
 Taxes

	
14


	
 


	
Section 3.04

	
Payments

	
15


	
 


	
Section 3.05

	
Computations

	
15


	
 


	
Section 3.06

	
Payment on
 Non-Business Days

	
16


	
 


	
Section 3.07

	
Interest

	
16


	
 


	
Section 3.08

	
Replacement
 of Borrower

	
17


	
 


	
Section 3.09

	
Funding Loss
 Indemnification

	
17


	
 


	
Section 3.10

	
Illegality

	
17





i






	
 

	
 

	
 


	
Article IV


	
 

	
 

	
 


	
CONDITIONS PRECEDENT


	
 


	
Section 4.01

	
Conditions
 Precedent to Effectiveness of Section 2.01

	
18


	
 


	
Section 4.02

	
Conditions
 Precedent to Borrowing

	
19


	
 

	
 

	
 


	
Article V


	
 

	
 

	
 


	
COVENANTS


	
 


	
Section 5.01

	
Affirmative
 Covenants of the Borrower

	
19


	
 


	
Section 5.02

	
Negative
 Covenants of the Borrower

	
20


	
 

	
 

	
 


	
Article VI


	
 

	
 

	
 


	
LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION


	
 


	
Section 6.01

	
Liquidity
 Events of Default

	
20


	
 

	
 

	
 


	
Article VII


	
 

	
 

	
 


	
MISCELLANEOUS


	
 


	
Section 7.01

	
No Oral
 Modifications or Continuing Waivers

	
21


	
 


	
Section 7.02

	
Notices

	
21


	
 


	
Section 7.03

	
No Waiver;
 Remedies

	
22


	
 


	
Section 7.04

	
Further
 Assurances

	
22


	
 


	
Section 7.05

	
Indemnification;
 Survival of Certain Provisions

	
22


	
 


	
Section 7.06

	
Liability of
 the Liquidity Provider

	
23


	
 


	
Section 7.07

	
Certain
 Costs and Expenses

	
23


	
 


	
Section 7.08

	
Binding
 Effect; Participations

	
24


	
 


	
Section 7.09

	
Severability

	
25


	
 


	
Section 7.10

	
Governing
 Law

	
25


	
 


	
Section 7.11

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

	
25


	
 


	
Section 7.12

	
Counterparts

	
26


	
 


	
Section 7.13

	
Entirety

	
26


	
 


	
Section 7.14

	
Headings

	
26


	
 


	
Section 7.15

	
Liquidity
 Provider’s Obligation to Make Advances

	
26





ii






	
 

	
 

	
 


	
Annex I

	
-

	
Interest
 Advance Notice of Borrowing


	
Annex II

	
-

	
Downgrade
 Advance Notice of Borrowing


	
Annex III

	
-

	
Final
 Advance Notice of Borrowing


	
Annex IV

	
-

	
Special
 Termination Advance Notice of Borrowing


	
Annex V

	
-

	
Notice of
 Termination


	
Annex VI

	
-

	
Notice of
 Special Termination


	
Annex VII

	
-

	
Notice of
 Replacement Subordination Agent





iii






REVOLVING CREDIT AGREEMENT


          This
REVOLVING CREDIT AGREEMENT, dated as of October 11, 2007, is made by and between
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in
its individual capacity but solely as Subordination Agent (such term and other
capitalized terms used herein without definition being defined as provided in
Article I) under the Intercreditor Agreement (as defined below), as agent and
trustee for the Class B Trustee (in such capacity, together with its successors
in such capacity, the “Borrower”),
and LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (“Helaba”), a public law banking institution
organized under the laws of Germany (the “Liquidity Provider”). 


W I T N E S S E T H:


          WHEREAS,
pursuant to the Class B Trust Agreement, the Class B Trust is issuing the Class
B Certificates; and 


          WHEREAS,
the Borrower, in order to support the timely payment of a portion of the
interest on the Class B Certificates in accordance with their terms, has
requested the Liquidity Provider to enter into this Agreement, providing in
part for the Borrower to request in specified circumstances that Advances be
made hereunder; 


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


                    (b)
All references in this Agreement to designated “Articles”, “Sections”,
“Annexes” and other subdivisions are to the designated Article, Section, Annex
or other subdivision of this Agreement, unless otherwise specifically stated. 


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


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


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






          “Advance” means an
Interest Advance, a Final Advance, a Provider Advance, an Unapplied Provider
Advance, an Applied Provider Advance, a Special Termination Advance or an
Unpaid Advance, as the case may be. 


          “Agreement” means this
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms. 


          “Applicable Liquidity Rate”
has the meaning specified in Section 3.07(g). 


          “Applicable Margin”
means (a) with respect to any Unpaid Advance, Applied Provider Advance or
Applied Special Termination Advance, 1.50% per annum, (b) with respect to any
Unapplied Provider Advance, the rate per annum specified in the Fee Letter
applicable to this Agreement or (c) with respect to any Special Termination
Advance, the rate per annum specified in the Fee Letter. 


          “Applied Downgrade Advance”
has the meaning specified in Section 2.06(a). 


          “Applied Provider Advance”
means an Applied Downgrade Advance. 


          “Applied Special Termination
Advance”
has the meaning assigned to such term in Section 2.05. 


          “Base Rate” means a
fluctuating interest rate per annum in effect from time to time, which rate per
annum shall at all times be equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for each day in the period for
which the Base Rate is to be determined (or, if such day is not a Business Day,
for the preceding Business Day) by the Federal Reserve Bank of New York, or if
such rate is not so published for any day that is a Business Day, the average
of the quotations for such day for such transactions received by the Liquidity
Provider from three Federal funds brokers of recognized standing selected by it
(and reasonably satisfactory to Delta) plus one-quarter of one percent (0.25%).



          “Base Rate Advance”
means an Advance that bears interest at a rate based upon the Base Rate. 


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


          “Borrowing” means the
making of Advances requested by delivery of a Notice of Borrowing. 


          “Business Day” means
any day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in New York, New York, Atlanta, Georgia, or, so
long as any Class B Certificate is outstanding, the city and state in which the
Class B Trustee, the Borrower or any related Loan Trustee maintains its
Corporate Trust Office or receives or disburses funds, and, if the applicable
Business Day relates to any Advance or other amount bearing interest based on
the LIBOR Rate, on which dealings are carried on in the London interbank
market.


2






          “Covered Taxes” means
any Taxes imposed by the United States or any political subdivision or taxing
authority thereof or therein required by law to be deducted or withheld from
any amounts payable to the Liquidity Provider under this Agreement other than
(i) any Tax on, based on or measured by net income, franchises or conduct of
business, (ii) any Tax imposed, levied, withheld or assessed as a result of any
connection between the Liquidity Provider and the United States or such
political subdivision or taxing authority, other than a connection arising
solely from the Liquidity Provider’s having executed, delivered, performed its
obligations or received a payment under, or enforced, any Operative Agreement,
(iii) any Tax attributable to the inaccuracy in or breach by the Liquidity
Provider of any of its representations, warranties or covenants contained in
any Operative Agreement to which it is a party or the inaccuracy of any form or
document furnished pursuant thereto, (iv) any withholding Taxes imposed by the
United States except to the extent such withholding Taxes would not have been
required to be deducted or withheld from payments hereunder but for a change
after the date hereof (or in the case of a successor Liquidity Provider
(including a transferee of an Advance) after the date on which such successor
Liquidity Provider obtains its interest) in applicable law (excluding from
“change in applicable law” for this purpose, a change in an applicable treaty
or other change in law affecting the applicability of a treaty other than the
applicable income tax treaty between the United States of America and the
Federal Republic of Germany (“German Treaty”)
other than an addition to or change in any “anti-treaty shopping,” “limitation
of benefits” or similar provision in such German Treaty)), (v) any withholding
Taxes imposed by the United States which are imposed or increased as a result
of the Liquidity Provider failing to deliver to the Borrower any certificate or
document (which certificate or document in the good faith judgment of the
Liquidity Provider, it is legally entitled to provide) which is reasonably
requested by the Borrower to establish that payments under this Agreement are
exempt from (or entitled to a reduced rate of) withholding Tax, or (vi) any
change in the Lending Office without the prior written consent of Delta (such
consent not to be unreasonably withheld). 


          “Downgrade Advance”
means an Advance made pursuant to Section 2.02(b). 


          “Downgrade Event”
means a downgrading of the Liquidity Provider’s Short-Term Rating issued by
only Applicable Rating Agency (or if the Liquidity Provider does not have a
Short-Term Rating issued by a given Applicable Rating Agency, the Long-Term
Rating issued by such Applicable Rating Agency) below the applicable Threshold
Rating. 


          “Effective Date” has
the meaning specified in Section 4.01. The delivery of the certificate of the
Liquidity Provider contemplated by Section 4.01(f) shall be conclusive evidence
that the Effective Date has occurred. 


          “Excluded Taxes” means
(a) Taxes imposed on the overall net income of the Liquidity Provider, (b)
Taxes imposed on the “effectively connected income” of its Lending Office, (c)
Covered Taxes that are indemnified pursuant to Section 3.03 hereof, and (d)
Taxes described in clauses (i) through (vi) in the definition of “Covered Taxes”.


          “Expenses” means
liabilities, losses, damages, costs and expenses (including, without
limitation, reasonable fees and disbursements of legal counsel), provided that
Expenses shall not include any Taxes other than sales, use and V.A.T. taxes
imposed on fees and expenses payable pursuant to Section 7.07. 


3






          “Expiry Date” means
February 25, 2024. 


          “Final Advance” means
an Advance made pursuant to Section 2.02(c). 


          “Increased Cost” has
the meaning specified in Section 3.01. 


          “Intercreditor Agreement”
means the Intercreditor Agreement, dated as of the date hereof, among the
Trustees, the Liquidity Provider, the liquidity provider under each Liquidity
Facility (other than this Agreement) and the Subordination Agent, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms. 


          “Interest Advance”
means an Advance made pursuant to Section 2.02(a). 


          “Interest Period”
means, with respect to any LIBOR Advance, each of the following periods: 


	
 

	
 


	
 

	
          (i)
 the period beginning on the third Business Day following either (A) the
 Liquidity Provider’s receipt of the Notice of Borrowing for such LIBOR
 Advance or (B) the date of the withdrawal of funds from the Class B Cash
 Collateral Account for the purpose of paying interest on the Class B
 Certificates as contemplated by Section 2.06(a) hereof and, in each case,
 ending on the next numerically corresponding day in the first calendar month
 after the first day of the applicable Interest Period; and 


	
 

	
 


	
 

	
          (ii)
 each subsequent period commencing on the last day of the immediately
 preceding Interest Period and ending on the numerically corresponding day in
 the first calendar month after the first day of the applicable Interest
 Period; 





provided,
however, that if (x) the Final Advance shall have been made pursuant to Section
2.02(c) or (y) other outstanding Advances shall have been converted into the
Final Advance pursuant to Section 6.01, then the Interest Periods shall be
successive periods of one month beginning on the third Business Day following
the Liquidity Provider’s receipt of the Notice of Borrowing for such Final
Advance (in the case of clause (x) above) or the Regular Distribution Date
following such conversion (in the case of clause (y) above). 


          “Lending Office” means
the lending office of the Liquidity Provider presently located at Frankfurt,
Germany, or such other lending office as the Liquidity Provider from time to
time shall notify the Borrower as its lending office hereunder; provided that
the Liquidity Provider shall not change its Lending Office without the prior
written consent of Delta (such consent not to be unreasonably withheld). 


          “LIBOR Advance” means
an Advance bearing interest at a rate based upon the LIBOR Rate. 


          “LIBOR Rate” means,
with respect to any Interest Period, (a) the interest rate per annum equal to
the rate per annum at which deposits in Dollars are offered in the London
interbank market as shown on the Reuters Screen LIBOR01 (or such other page or
screen as may replace such Reuters Screen) at approximately 11:00 a.m. (London
time) on the day that is two Business Days prior to the first day of such
Interest Period, for a period comparable to such Interest 


4






Period, or (b)
if no such rate appears on such Reuters Screen (or otherwise as aforesaid), the
interest rate per annum equal to the average (rounded up, if necessary, to the
nearest 1/100th of 1%) of the rates at which deposits in Dollars are offered by
the Reference Banks (or, if fewer than all of the Reference Banks are quoting a
rate for deposits in Dollars for the applicable period and amount, such fewer
number of Reference Banks) at approximately 11:00 a.m. (London time) on the day
that is two Business Days prior to the first day of such Interest Period to
prime banks in the London interbank market for a period comparable to such
Interest Period and in an amount approximately equal to the principal amount of
the LIBOR Advance to be outstanding during such Interest Period, or (c) if none
of the Reference Banks is quoting a rate for deposits in Dollars in the London
interbank market for such a period and amount, the interest rate per annum
equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%)
of the rates at which deposits in Dollars are offered by the principal New York
offices of the Reference Banks (or, if fewer than all of the Reference Banks
are quoting a rate for deposits in Dollars in the New York interbank market for
the applicable period and. amount, such fewer number of Reference Banks) at
approximately 11:00 a.m. (New York time) on the day that is two Business Days
prior to the first day of such Interest Period to prime banks in the New York
interbank market for a period comparable to such Interest Period and in an
amount approximately equal to the principal amount of the LIBOR Advance to be
outstanding during such Interest Period, or (d) if none of the principal New
York offices of the Reference Banks is quoting a rate for deposits in Dollars
in the New York interbank market for the applicable period and amount, the Base
Rate. 


          “Liquidity Event of Default”
means the occurrence of either (a) the Acceleration of all of the Equipment
Notes or (b) a Delta Bankruptcy Event. 


          “Liquidity Indemnitee”
means the Liquidity Provider, its directors, officers, employees and agents,
and its successors and permitted assigns. 


          “Liquidity Provider”
has the meaning specified in the introductory paragraph to this Agreement. 


          “Maximum Available Commitment”
means, subject to the proviso contained in the third sentence of Section 2.02(a),
at any time of determination, (a) the Maximum Commitment at such time less (b)
the aggregate amount of each Interest Advance outstanding at such time;
provided that following a Provider Advance, a Special Termination Advance or a
Final Advance, the Maximum Available Commitment shall be zero. 


          “Maximum Commitment”
means $ 31,927,510.29 as the same may be increased or reduced from time to time
in accordance with Section 2.04(a). 


          “Notice of Borrowing”
has the meaning specified in Section 2.02(e). 


          “Notice of Replacement Subordination
Agent” has the meaning specified in Section 3.08. 


          “Offering Memorandum”
means the Offering Memorandum dated October 4, 2007, relating to the Class A,
Class B and Class C Certificates, as such Offering Memorandum may be amended or
supplemented. 


5






          “Participation” has
the meaning specified in Section 7.08(b). 


          “Performing Note Deficiency”
means any time that less than 65% of the then aggregate outstanding principal
amount of all Equipment Notes are Performing Equipment Notes. 


          “Permitted Transferee”
means any Person that: 


	
 

	
 


	
 

	
(a) is not a
 commercial air carrier, Delta or any affiliate of Delta; and 


	
 

	
 


	
 

	
(b) is any
 one of: 


	
 

	
 


	
 

	
          (1)
 a commercial banking institution organized under the laws of the United
 States or any state thereof or the District of Columbia; 


	
 

	
 


	
 

	
          (2)
 a commercial banking institution that (x) is organized under the laws of
 France, Germany, The Netherlands, Switzerland or the United Kingdom, (y) is
 entitled on the date it acquires any Participation to a complete exemption
 from United States federal income taxes for all income derived by it from the
 transactions contemplated by the Operative Agreements under an income tax treaty,
 as in effect on such date, between the United States and such jurisdiction of
 its organization and (z) is engaged in the active conduct of a banking
 business in such jurisdiction of its organization, holds its Participation in
 connection with such banking business in such jurisdiction and is regulated
 as a commercial banking institution by the appropriate regulatory authorities
 in such jurisdiction; or 


	
 

	
 


	
 

	
          (3)
 a commercial banking institution that (x) is organized under the laws of
 Canada, France, Germany, Ireland, Japan, Luxembourg, The Netherlands, Sweden,
 Switzerland or the United Kingdom and (y) is entitled on the date it acquires
 any Participation to a complete exemption from withholding of United States
 federal income taxes for all income derived by it from the transactions
 contemplated by the Operative Agreements under laws as in effect on such date
 by reason of such income being effectively connected with the conduct of a
 trade or business within the United States. 





          “Provider Advance”
means a Downgrade Advance. 


          “Reference Banks”
means the principal London offices of: National Westminster Bank, plc; Helaba;
The Chase Manhattan Bank; Citibank, N.A.; and such other or additional banking
institutions as may be designated from time to time by mutual agreement of
Delta and the Liquidity Provider. 


          “Regulatory Change”
means the enactment, adoption or promulgation, after the date of this
Agreement, of any law or regulation by a United States federal or state government
or by any government having jurisdiction over the Liquidity Provider, or any
change, after the date of this Agreement, in any such law or regulation, or in
the interpretation thereof by any governmental authority, central bank or
comparable agency of the United States or any government having jurisdiction
over the Liquidity Provider charged with responsibility for the administration
or application thereof, that shall impose, modify or deem applicable or the
compliance by the Liquidity Provider (or its head office) with any applicable
direction or


6






requirement
(whether or not having the force of law) of any central bank or competent
governmental or other authority with respect to: (a) any reserve, special
deposit or similar requirement against extensions of credit or other assets of,
or deposits with or other liabilities of, the Liquidity Provider including, or
by reason of, the Advances, or (b) any capital adequacy requirement requiring
the maintenance by the Liquidity Provider of additional capital in respect of
any Advances or the Liquidity Provider’s obligation to make any such Advances
or (c) any Taxes (other than Excluded Taxes) with respect to the amounts
payable or paid or change the basis of taxation of any amounts payable to the
Liquidity Provider (other than in respect of Excluded Taxes). 


          “Replenishment Amount”
has the meaning specified in Section 2.06(b). 


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


          “Special Termination Advance”
means an Advance made pursuant to Section 2.02(d), other than any portion of
such Advance that becomes an Applied Special Termination Advance. 


          “Special Termination Notice”
means the Notice of Special Termination substantially in the form of Annex VI
to this Agreement. 


          “Termination Date”
means the earliest to occur of the following: (i) the Expiry Date; (ii) the date
on which the Borrower delivers to the Liquidity Provider a certificate, signed
by a Responsible Officer of the Borrower, certifying that all of the Class B
Certificates have been paid in full (or provision has been made for such
payment in accordance with the Intercreditor Agreement and the Class B Trust
Agreement) or are otherwise no longer entitled to the benefits of this
Agreement; (iii) the date on which the Borrower delivers to the Liquidity
Provider a certificate, signed by a Responsible Officer of the Borrower,
certifying that a Replacement Liquidity Facility has been substituted for this
Agreement in full pursuant to Section 3.05(e) of the Intercreditor Agreement;
(iv) the fifth Business Day following the receipt by the Borrower of a
Termination Notice or a Special Termination Notice from the Liquidity Provider
pursuant to Section 6.01; and (v) the date on which no Advance is or may
(including by reason of reinstatement as herein provided) become available for
a Borrowing hereunder. 


          “Termination Notice”
means the Notice of Termination substantially in the form of Annex V to this
Agreement. 


          “Unapplied Provider Advance”
means any Provider Advance other than an Applied Provider Advance. 


          “Unpaid Advance” has
the meaning specified in Section 2.05.


7






          For
the purposes of this Agreement, the following terms shall have the respective
meanings specified in the Intercreditor Agreement: 


          “Acceleration”,
“Applicable Rating Agency”, “Certificate”, “Class B Cash Collateral Account”,
“Class B Certificates”, “Class B Certificateholders”, “Class B Trust”, “Class B
Trust Agreement”, “Class B Trustee”, “Class A Certificates”, “Class C
Certificates”, “Closing Date”, “Collection Account”, “Controlling Party”,
“Corporate Trust Office”, “Delta”, “Delta Bankruptcy Event”, “Distribution
Date”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee Letter”,
“Final Legal Distribution Date”, “Fitch”, “Indenture”, “Initial Purchasers”,
“Interest Payment Date”, “Investment Earnings”, “Liquidity Facility”,
“Liquidity Obligations”, “Loan Trustee”, “Long-Term Rating”, “Moody’s”,
“Non-Extended Facility”, “Operative Agreements”, “Participation Agreements”,
“Performing Equipment Note”, “Person”, “Pool Balance”, “Purchase Agreement”, “Rating
Agencies”, “Ratings Confirmation”, “Registration Rights Agreement”, “Regular
Distribution Date”, “Replacement Liquidity Facility”, “Responsible Officer”,
“Scheduled Payment”, “Short-Term Rating”, “Special Payment”, “S&P”, “Stated
Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”, “Trust
Agreement”, “Trustee”, “United States” and “Written Notice”. 


ARTICLE II


AMOUNT AND TERMS OF THE COMMITMENT


          Section
2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on
the terms and conditions hereinafter set forth, to make Advances to the
Borrower from time to time on any Business Day during the period from the
Effective Date until 12:00 noon (New York City time) on the Expiry Date (unless
the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any
time outstanding not to exceed the Maximum Commitment. 


          Section
2.02 Making of Advances. (a) Each Interest Advance shall be made by the
Liquidity Provider upon delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex I, signed by a
Responsible Officer of the Borrower, such Interest Advance to be in an amount
not exceeding the Maximum Available Commitment at such time and used solely for
the payment when due of interest with respect to the Class B Certificates at
the Stated Interest Rate therefor in accordance with Section 3.05(a) and
3.05(b) of the Intercreditor Agreement. Each Interest Advance made hereunder
shall automatically reduce the Maximum Available Commitment and the amount
available to be borrowed hereunder by subsequent Advances by the amount of such
Interest Advance (subject to reinstatement as provided in the next sentence).
Upon repayment to the Liquidity Provider in full or in part of the amount of
any Interest Advance made pursuant to this Section 2.02(a), together with
accrued interest thereon (as provided herein), the Maximum Available Commitment
shall be reinstated by an amount equal to the amount of such Interest Advance
so repaid, but not to exceed the Maximum Commitment; provided, however, that
the Maximum Available Commitment shall not be so reinstated at any time if (x)
both a Performing Note Deficiency exists and a Liquidity Event of Default shall
have occurred and be continuing or (y) a Final Drawing shall have occurred. 


8






                    (b)
A Downgrade Advance shall be made by the Liquidity Provider upon the occurrence
of a Downgrade Event (as provided for in Section 3.05(c) of the Intercreditor
Agreement) unless a Replacement Liquidity Facility to replace this Agreement
shall have been previously delivered to the Borrower in accordance with said
Section 3.05(c), upon delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex III, signed by
a Responsible Officer of the Borrower, in an amount equal to the Maximum
Available Commitment at such time, and shall be used to fund the Class B Cash
Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the
Intercreditor Agreement. 


                    (c)
A Final Advance shall be made by the Liquidity Provider following the receipt
by the Borrower of a Termination Notice from the Liquidity Provider pursuant to
Section 6.01 upon delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex IV, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at such time, and shall be used to fund the Class B Cash Collateral
Account (in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor
Agreement). 


                    (d)
A Special Termination Advance shall be made in a single Borrowing upon the
receipt by the Borrower of a Special Termination Notice from the Liquidity
Provider pursuant to Section 6.01(b), by delivery to the Liquidity Provider of
a written and completed Notice of Borrowing in substantially the form of Annex
IV, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to fund the Class
B Cash Collateral Account (in accordance with Section 3.5(f) and Section 3.5(i)
of the Intercreditor Agreement). 


                    (e)
Each Borrowing shall be made on notice in writing (a “Notice of Borrowing”)
in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or
2.02(d), as the case may be, given by the Borrower to the Liquidity Provider.
If a Notice of Borrowing is delivered by the Borrower in respect of any
Borrowing no later than 1:00 p.m. (New York City time) on a Business Day, upon
satisfaction of the conditions precedent set forth in Section 4.02 with respect
to a requested Borrowing, the Liquidity Provider shall make available to the
Borrower, in accordance with its payment instructions, the amount of such
Borrowing in Dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or before 1:00 p.m. (New York City time)
on such later Business Day specified in such Notice of Borrowing. If a Notice
of Borrowing is delivered by the Borrower in respect of any Borrowing after
1:00 p.m. (New York City time) on a Business Day, upon satisfaction of the
conditions precedent set forth in Section 4.02 with respect to a requested
Borrowing, the Liquidity Provider shall make available to the Borrower, in
accordance with its payment instructions, the amount of such Borrowing in
Dollars and immediately available funds, before 1:00 p.m. (New York City time)
on the first Business Day next following the day of receipt of such Notice of
Borrowing or on such later Business Day specified by the Borrower in such
Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire
transfer of immediately available funds to the Borrower in accordance with such
wire transfer instructions as the Borrower shall furnish from time to time to
the Liquidity Provider for such purpose. Each Notice of Borrowing shall be
irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon


9






delivery of a
copy thereof to the Liquidity Provider’s New York branch at the address
specified in Section 7.02 hereof. 


                    (f)
Upon the making of any Advance requested pursuant to a Notice of Borrowing in
accordance with the Borrower’s payment instructions, the Liquidity Provider
shall be fully discharged of its obligation hereunder with respect to such
Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person (including the Trustee or any
Class B Certificateholder). If the Liquidity Provider makes an Advance
requested pursuant to a Notice of Borrowing before 12:00 noon (New York City
time) on the second Business Day after the date of payment specified in said
Section 2.02(e), the Liquidity Provider shall have fully discharged its
obligations hereunder with respect to such Advance and an event of default
shall not have occurred hereunder. Following the making of any Advance pursuant
to Section 2.02(c) or 2.02(d) to fund the Class B Cash Collateral Account, the
Liquidity Provider shall have no interest in or rights to the Class B Cash
Collateral Account, such Advance or any other amounts from time to time on
deposit in the Class B Cash Collateral Account; provided that the foregoing
shall not affect or impair the obligations of the Subordination Agent to make the
distributions contemplated by Section 3.05(e) or 3.05(f) of the Intercreditor
Agreement. By paying to the Borrower proceeds of Advances requested by the
Borrower in accordance with the provisions of this Agreement, the Liquidity
Provider makes no representation as to, and assumes no responsibility for, the
correctness or sufficiency for any purpose of the amount of the Advances so
made and requested. 


          Section
2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees
set forth in the Fee Letter. 


          Section
2.04 Increase, Reduction or Termination of the Maximum Commitment. (a)
Automatic Increase or Reduction. Promptly following each date on which the
Required Amount is increased as a result of an increase in the Stated
Interest Rate or is reduced as a result of a reduction in the Pool Balance of
the Class B Certificates, a reduction of the Stated Interest Rate or otherwise,
the Maximum Commitment shall automatically be increased or reduced, as
applicable, to an amount equal to such increased or reduced Required Amount, as
applicable, (as calculated by the Borrower). The Borrower shall give notice of
any such automatic increase or reduction of the Maximum Commitment to the
Liquidity Provider and Delta within two Business Days thereof. The failure by
the Borrower to furnish any such notice shall not affect such automatic
increase or reduction of the Maximum Commitment. 


                    (b)
Termination. Upon the making of any Provider Advance, Special
Termination Advance or Final Advance hereunder or the occurrence of the
Termination Date, the obligation of the Liquidity Provider to make further
Advances hereunder shall automatically and irrevocably terminate, and the
Borrower shall not be entitled to request any further Borrowing hereunder. 


          Section
2.05 Repayments of Interest Advances, the Special Termination Advance or the
Final Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower
hereby agrees, without notice of an Advance or demand for repayment from the
Liquidity Provider (which notice and demand are hereby waived by the Borrower),
to pay, or to cause to be paid, to the 


10






Liquidity
Provider (a) on each date on which the Liquidity Provider shall make an
Interest Advance, the Special Termination Advance or the Final Advance, an
amount equal to the amount of such Advance (any such Advance, until repaid, is
referred to herein as an “Unpaid
Advance”), plus (b) interest on the amount of each such Unpaid
Advance in the amounts and on the dates determined as provided in Section 3.07;
provided that if (i) the Liquidity Provider shall make a Provider
Advance at any time after making one or more Interest Advances which shall not
have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility
shall become a Downgraded Facility at any time when unreimbursed Interest
Advances have reduced the Maximum Available Commitment to zero, then such
Interest Advances shall cease to constitute Unpaid Advances and shall be deemed
to have been changed into an Applied Downgrade Advance for all purposes of this
Agreement (including, without limitation, for the purpose of determining when
such Interest Advance is required to be repaid to the Liquidity Provider in
accordance with Section 2.06 and for the purposes of Section 2.06(b)) provided,
further, that amounts in respect of a Special Termination Advance
withdrawn from the Class B Cash Collateral Account for the purpose of paying
interest on the Class B Certificates in accordance with Section 3.05(f) of the
Intercreditor Agreement (the amount of any such withdrawal being an “Applied Special Termination Advance”)
shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon; and provided, further, that if,
following the making of a Special Termination Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such
Special Termination Advance shall thereafter be treated as a Final Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon and the obligation for repayment thereof. The
Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance, Special Termination Advance and Final Advance on the date
such Advance is made is intended to be a contemporaneous exchange for new value
given to the Borrower by the Liquidity Provider. For the avoidance of doubt,
interest payable on an Interest Advance, Special Termination Advance or the
Final Advance shall not be regarded as overdue unless such interest is not paid
when due under Section 3.07. 


          Section
2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in
respect of a Provider Advance shall be deposited in the Class B Cash Collateral
Account and invested and withdrawn from the Class B Cash Collateral Account as
set forth in Sections 3.05(c), 3.05(d), 3.05(e) and 3.05(f) of the Intercreditor
Agreement. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the
Liquidity Provider, on each Regular Distribution Date, commencing on the first
Regular Distribution Date after the making of a Provider Advance, interest on
the principal amount of any such Provider Advance, in the amounts determined as
provided in Section 3.07; provided, however, that amounts in respect of a
Provider Advance withdrawn from the Class B Cash Collateral Account for the
purpose of paying interest on the Class B Certificates in accordance with
Section 3.05(f) of the Intercreditor Agreement (the amount of any such
withdrawal being (y) in the case of a Downgrade Advance, an “Applied Downgrade Advance”
and an “Applied Provider
Advance”) shall thereafter (subject to Section 2.06(b)) be
treated as an Interest Advance under. this Agreement for purposes of
determining the Applicable Liquidity Rate for interest payable thereon and the
dates on which such interest is payable; provided further, however, that if,
following the making of a Provider Advance, the Liquidity Provider delivers a
Termination Notice to the Borrower pursuant to Section 6.01, such Provider
Advance shall thereafter be treated as a Final Advance under this Agreement for



11






purposes of
determining the Applicable Liquidity Rate for interest payable thereon and the
dates on which such interest is payable. Subject to Sections 2.07 and 2.09
hereof, immediately upon the withdrawal of any amounts from the Class B Cash
Collateral Account on account of a reduction in the Required Amount, the
Borrower shall repay to the Liquidity Provider a portion of the Provider
Advances in a principal amount equal to such reduction, plus interest on the
principal amount prepaid as provided in Section 3.07. 


                    (b)
At any time when an Applied Provider Advance (or any portion thereof) is
outstanding, upon the deposit in the Class B Cash Collateral Account of any
amount pursuant to clause “fourth” of Section 3.02 of the Intercreditor
Agreement (any such amount being a “Replenishment Amount”) for the purpose of
replenishing or increasing the balance thereof up to the Required Amount at
such time, (i) the aggregate outstanding principal amount of all Applied
Provider Advances (and of Provider Advances treated as an Interest Advance for
purposes of determining the Applicable Liquidity Rate for interest payable
thereon) shall be automatically reduced by the amount of such Replenishment
Amount, and (ii) the aggregate outstanding principal amount of all Unapplied Provider
Advances shall be automatically increased by the amount of such Replenishment
Amount. 


                    (c)
Upon the provision of a Replacement Liquidity Facility in replacement of this
Agreement in accordance with Section 3.05(e) of the Intercreditor Agreement, as
provided in Section 3.05(f) of the Intercreditor Agreement, amounts remaining
on deposit in the Class B Cash Collateral Account after giving effect to any
Applied Provider Advance on the date of such replacement shall be reimbursed to
the Liquidity Provider, but only to the extent such amounts are necessary to
repay in full to the Liquidity Provider all amounts owing to it hereunder. 


          Section
2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement.
In order to provide for payment or repayment to the Liquidity Provider of any
amounts hereunder, the Intercreditor Agreement provides that amounts available
and referred to in Articles II and III of the Intercreditor Agreement, to the
extent payable to the Liquidity Provider pursuant to the terms of the
Intercreditor Agreement (including, without limitation, Section 3.05(f) of the
Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance
with the terms thereof (but, for the avoidance of doubt, without duplication of
or increase in any amounts payable hereunder). Amounts so paid to the Liquidity
Provider shall be applied by the Liquidity Provider in the order of priority
required by the applicable provisions of Articles II and III of the Intercreditor
Agreement and shall discharge in full the corresponding obligations of the
Borrower hereunder. 


          Section
2.08 Book Entries. The Liquidity Provider shall maintain in accordance
with its usual practice an account or accounts evidencing the indebtedness of
the Borrower resulting from Advances made from time to time and the amounts of
principal and interest payable hereunder and paid from time to time in respect
thereof; provided; however, that the failure by the Liquidity Provider to
maintain such account or accounts shall not affect the obligations of the
Borrower in respect of Advances. 


          Section
2.09 Payments from Available Funds Only. All payments to be made by the
Borrower under this Agreement shall be made only from the amounts that constitute
Scheduled Payments, Special Payments and other payments under the Operative
Agreements, including


12






payment under
Section 4.02 of the Participation Agreements and payments under Section 2.14 of
the Indentures, and only to the extent that the Borrower shall have sufficient
income or proceeds therefrom to enable the Borrower to make payments in
accordance with the terms hereof after giving effect to the priority of
payments provisions set forth in the Intercreditor Agreement. The Liquidity
Provider agrees that it will look solely to such amounts to the extent
available for distribution to it as provided in the Intercreditor Agreement and
this Agreement and that the Borrower, in its individual capacity, is not
personally liable to it for any amounts payable or liability under this
Agreement except as expressly provided in this Agreement, the Intercreditor
Agreement or any Participation Agreement. Amounts on deposit in the Class B
Cash Collateral Account shall be available to the Borrower to make payments
under this Agreement only to the extent and for the purposes expressly
contemplated in Section 3.05(f) of the Intercreditor Agreement. 


ARTICLE III


OBLIGATIONS OF THE BORROWER


          Section
3.01 Increased Costs. If as a result of any Regulatory Change there
shall be any increase by an amount reasonably deemed by the Liquidity Provider
to be material in the actual cost to the Liquidity Provider of making, funding
or maintaining any Advances or its obligation to make any such Advances or
there shall be any reduction by an amount reasonably deemed by the Liquidity
Provider to be material in the amount receivable by the Liquidity Provider
under this Agreement or the Intercreditor Agreement in respect thereof, and in
case of either such an increase or reduction, such event does not arise from
the gross negligence or willful misconduct of the Liquidity Provider, from its
breach of any of its representations, warranties, covenants or agreements
contained herein or in the Intercreditor Agreement or from its failure to
comply with any such Regulatory Change (any such increase or reduction being
referred to herein as an “Increased
Cost”), then the Borrower shall from time to time pay to the
Liquidity Provider an amount equal to such Increased Cost within 10 Business
Days after delivery to the Borrower and Delta of a certificate of an officer of
the Liquidity Provider describing in reasonable detail the event by reason of
which it claims such Increased Cost and the basis for the determination of the
amount of such Increased Cost; provided that, the Borrower shall be obligated
to pay amounts only with respect to any Increased Costs accruing from the date
90 days prior to the date of delivery of such certificate. Such certificate, in
the absence of manifest error, shall be considered prima facie evidence of the
amount of the Increased Costs for purposes of this Agreement; provided that any
determinations and allocations by the Liquidity Provider of the effect of any
Regulatory Change on the costs of maintaining the Advances are made on a
reasonable basis. The Liquidity Provider shall not be entitled to assert any
claim under this Section 3.01 in respect of or attributable to Excluded Taxes.
The Liquidity Provider will notify the Borrower and Delta as promptly as practicable
of any event occurring after the date of this Agreement that will entitle the
Liquidity Provider to compensation under this Section 3.01. The Liquidity
Provider agrees to investigate all commercially reasonable alternatives for
reducing any Increased Costs and to use all commercially reasonable efforts to
avoid or minimize, to the greatest extent possible, any claim in respect of
Increased Costs, including, without limitation, by designating a different
Lending Office, if such designation or other action would avoid the need for,
or reduce the amount of, any such claim; provided that the foregoing shall not
obligate the Liquidity Provider to take any action that would, in its
reasonable


13






judgment,
cause the Liquidity Provider to take any action that is not materially
consistent with its internal policies or is otherwise materially
disadvantageous to the Liquidity Provider or that would cause the Liquidity
Provider to incur any material loss or cost, unless the Borrower or Delta
agrees to reimburse or indemnify the Liquidity Provider therefor. If no such
designation or other action is effected, or, if effected, fails to avoid the
need for any claim in respect of Increased Costs, Delta may arrange for a
Replacement Liquidity Facility in accordance with Section 3.05(e) of the
Intercreditor Agreement. 


          Notwithstanding
the foregoing provisions, in no event shall the Borrower be required to make
payments under this Section 3.01: (a) in respect of any Regulatory Change
proposed by any applicable governmental authority (including any branch of a
legislature), central bank or comparable agency of the United States or the
Liquidity Provider’s jurisdiction of organization and pending as of the date of
this Agreement (it being agreed that the Consultative Document issued by the
Basel Committee on Banking Supervision entitled “The New Basel Capital Accord,”
dated January 2001, shall not be considered to have been proposed or pending as
of the date of this Agreement); (b) if a claim hereunder in respect of an
Increased Cost arises through circumstances peculiar to the Liquidity Provider
and that do not affect similarly organized commercial banking institutions in
the same jurisdiction generally that are in compliance with the law, rule,
regulation or interpretation giving rise to the Regulatory Change relating to
such Increased Cost; (c) if the Liquidity Provider shall fail to comply with
its obligations under this Section 3.01 or (d) if the Liquidity Provider is not
also seeking payment for similar increased costs in other similarly situated
transactions related to the airline industry. 


          Section
3.02 Intentionally omitted.


          Section
3.03 Withholding Taxes. (a) All payments made by the Borrower under this
Agreement shall be made without deduction or withholding for or on account of
any Taxes, unless such deduction or withholding is required by law. If any
Taxes are so required to be withheld or deducted from any amounts payable to
the Liquidity Provider under this Agreement, the Borrower shall pay to the
relevant authorities the full amount so required to be deducted or withheld
and, if such Taxes are Covered Taxes, pay to the Liquidity Provider such
additional amounts as shall be necessary to ensure that the net amount actually
received by the Liquidity Provider (after deduction or withholding of all
Covered Taxes) shall be equal to the full amount that would have been received
by the Liquidity Provider had no withholding or deduction of Covered Taxes been
required. The Liquidity Provider agrees to use reasonable efforts (consistent
with applicable legal and regulatory restrictions) to change the jurisdiction
of its Lending Office if making such change would avoid the need for, or reduce
the amount of, any such additional amounts that may thereafter accrue and would
not, in the reasonable judgment of the Liquidity Provider, be otherwise
materially disadvantageous to the Liquidity Provider. If the Liquidity Provider
receives a refund of, or realizes a net Tax benefit not otherwise available to
it as a result of, any Taxes for which additional amounts were paid by the
Borrower pursuant to this Section 3.03, the Liquidity Provider shall pay to the
Borrower (for deposit into the Collection Account) the amount of such refund
(and any interest thereon) or net benefit. 


          The
Liquidity Provider will (i) provide (on its behalf and on behalf of any
participant holding a Participation pursuant to Section 7.08) to the Borrower
(x) on or prior to the Effective Date two valid completed and executed copies
of Internal Revenue Service Form W8-BEN or 


14






W8-ECI
(whichever is applicable), including thereon a valid U.S. taxpayer
identification number (or, with respect to any such participant, such other
form or documentation as may be applicable) covering all amounts receivable by
it in connection with the transactions contemplated by the Operative Agreements
and (y) thereafter from time to time such additional forms or documentation as
may be necessary to establish an available exemption from withholding of United
States Tax on payments hereunder so that such forms or documentation are
effective for all periods during which it is the Liquidity Provider and (ii)
provide timely notice to the Borrower if any such form or documentation is or
becomes inaccurate. The Liquidity Provider shall deliver to the Borrower such
other forms or documents as may be reasonably requested by the Borrower or
required by applicable law to establish that payments hereunder are exempt from
or entitled to a reduced rate of Covered Taxes. 


                    (b)
All payments (including, without limitation, Advances) made by the Liquidity
Provider under this Agreement shall be made free and clear of, and without
reduction for or on account of, any Taxes. If any Taxes are required to be
withheld or deducted from any amounts payable to the Borrower under this
Agreement, the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate governmental or taxing authority the
full amount of any such Taxes (and any additional Taxes in respect of the
additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner
prescribed by applicable law, and (ii) pay to the Borrower an additional amount
which (after deduction of all such Taxes) will be sufficient to yield to the
Borrower the full amount which would have been received by it had no such
withholding or deduction been made. Within 30 days after the date of each payment
hereunder, the Liquidity Provider shall furnish to the Borrower the original or
a certified copy of (or other documentary evidence of) the payment of the Taxes
applicable to such payment. 


          If
any exemption from, or reduction in the rate of, any Taxes required to be borne
by the Liquidity Provider under this Section 3.03(b) is reasonably available to
the Borrower without providing any information regarding the holders or
beneficial owners of the Certificates, the Borrower shall deliver the Liquidity
Provider such form or forms and such other evidence of the eligibility of the
Borrower for such exemption or reductions (but without any requirement to
provide any information regarding the holders or beneficial owners of the
Certificates) as the Liquidity Provider may reasonably identify to the Borrower
as being required as a condition to exemption from, or reduction in the rate
of, such Taxes. 


          Section
3.04 Payments. The Borrower shall make or cause to be made each payment
to the Liquidity Provider under this Agreement so as to cause the same to be
received by the Liquidity Provider not later than 1:00 p.m. (New York City
time) on the day when due. The Borrower shall make all such payments in
Dollars, to the Liquidity Provider in immediately available funds, by wire
transfer to the account of Landesbank Hessen Thüringen, at Citibank N.A., ABA
No. 021000089 Account Name: Landesbank Hessen Thüringen, Account No. 10920118;
or to such other U.S. bank account as the Liquidity Provider may from time to
time direct the Subordination Agent. 


          Section
3.05 Computations. All computations of interest based on the Base Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be,
and all computations of interest based on the LIBOR Rate shall be made on the
basis of a year of 360 days, in each case 


15






for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable.


          Section
3.06 Payment on Non-Business Days. Whenever any payment to be made
hereunder shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made, shall be deemed to have been
made when due). If any payment in respect of interest on an Advance is so
deferred to the next succeeding Business Day, such deferral shall not delay the
commencement of the next Interest Period for such Advance (if such Advance is a
LIBOR Advance) or reduce the number of days for which interest will be payable
on such Advance on the next interest payment date for such Advance. 


          Section
3.07 Interest. (a) Subject to Sections 2.07 and 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication, interest on (i) the unpaid
principal amount of each Advance from and including the date of such Advance
(or, in the case of an Applied Provider Advance or Applied Special Termination
Advance, from and including the date on which the amount thereof was withdrawn
from the Class B Cash Collateral Account to pay interest on the Class B
Certificates) to but excluding the date such principal amount shall be paid in
full (or, in the case of an Applied Provider Advance or Applied Special
Termination Advance, the date on which the Class B Cash Collateral Account is
fully replenished in respect of such Advance) and (ii) any other amount due
hereunder (whether fees, commissions, expenses or other amounts or, to the
extent permitted by law, installments of interest on Advances or any such other
amount) that is not paid when due (whether at stated maturity, by acceleration
or otherwise) from and including the due date thereof to but excluding the date
such amount is paid in full, in each such case, at the interest rate per annum
for each day equal to the Applicable Liquidity Rate (as defined below) for such
Advance or such other amount, as the case may be, as in effect for such day,
but in no event at a rate per annum greater than the maximum rate permitted by
applicable law, provided, however, that, if at any time the otherwise
applicable interest rate as set forth in this Section 3.07 shall exceed the
maximum rate permitted by applicable law, then to the maximum extent permitted by
applicable law any subsequent reduction in such interest rate will not reduce
the rate of interest payable pursuant to this Section 3.07 below the maximum
rate permitted by applicable law until the total amount of interest accrued
equals the absolute amount of interest that would have accrued (without
additional interest thereon) if such otherwise applicable interest rate as set
forth in this Section 3.07 had at all relevant times been in effect. 


                    (b)
Each Advance will be either a Base Rate Advance or a LIBOR Advance as provided
in this Section 3.07. Each such Advance will be a Base Rate Advance for the
period from the date of its borrowing to (but excluding) the third Business Day
following the Liquidity Provider’s receipt of the Notice of Borrowing for such
Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that a
Provider Advance shall always be a LIBOR Advance unless the Borrower elects
otherwise. 


                    (c)
Each LIBOR Advance shall bear interest during each Interest Period at a rate
per annum equal to the LIBOR Rate for such Interest Period plus the Applicable
Margin for such LIBOR Advance, payable in arrears on the last day of such
Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day, on the date of such payment (to the
extent of interest accrued on the amount of principal repaid).


16






                    (d)
Each Base Rate Advance shall bear interest at a rate per annum equal to the
Base Rate plus the Applicable Margin for such Base Rate Advance, payable in
arrears on each Regular Distribution Date and, in the event of the payment of
principal of such Base Rate Advance on a day other than a Regular Distribution
Date, on the date of such payment (to the extent of interest accrued on the
amount of principal repaid). 


                    (e)
[Reserved.] 


                    (f)
Each amount not paid when due hereunder (whether fees, commissions, expenses or
other amounts or, to the extent permitted by applicable law, installments of
interest on Advances but excluding Advances) shall bear interest at a rate per
annum equal to the Base Rate plus 2.0% per annum until paid. 


                    (g)
Each change in the Base Rate shall become effective immediately. The rates of
interest specified in this Section 3.07 with respect to any Advance or other
amount shall be referred to as the “Applicable Liquidity Rate”. 


          Section
3.08 Replacement of Borrower. Subject to Section 5.02, from time to time
and subject to the successor Borrower’s meeting the eligibility requirements
set forth in Section 6.09 of the Intercreditor Agreement applicable to the
Subordination Agent, upon the effective date and time specified in a written
and completed Notice of Replacement Subordination Agent in substantially the
form of Annex VI (a “Notice
of Replacement Subordination Agent”) delivered to the Liquidity
Provider by the then Borrower, the successor Borrower designated therein shall
become the Borrower for all purposes hereunder. 


          Section
3.09 Funding Loss Indemnification. The Borrower shall pay to the
Liquidity Provider, upon the request of the Liquidity Provider, such amount or
amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider)
to compensate it for any loss, cost or expense incurred by reason of the
liquidation or redeployment of deposits or other funds acquired by the
Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of
the Applicable Margin or anticipated profits) incurred as a result of: 


	
 

	
 


	
 

	
          (1)
 Any repayment of a LIBOR Advance on a date other than the last day of the
 Interest Period for such Advance; or 


	
 

	
 


	
 

	
          (2)
 Any failure by the Borrower to borrow a LIBOR Advance on the date for
 borrowing specified in the relevant notice under Section 2.02. 





          Section
3.10 Illegality. Notwithstanding any other provision in this Agreement,
if any change in any law, rule or regulation applicable to or binding on the
Liquidity Provider, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by the
Liquidity Provider with any request or directive (whether or not having the
force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for the Liquidity Provider to maintain or fund
its LIBOR Advances, then upon notice to the Borrower and Delta by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the reasonable 


17








judgment of
the Liquidity Provider, requires immediate conversion; or (b) at the expiration
of the last Interest Period to expire before the effective date of any such
change or request. The Liquidity Provider will notify the Borrower and Delta as
promptly as practicable of any event that will or to its knowledge is
reasonably likely to lead to the conversion of LIBOR Advances to Base Rate
Advances under this Section 3.10, provided that a failure by the Liquidity
Provider to notify the Borrower or Delta of an event that is reasonably likely
to lead to such a conversion prior to the time that it is determined that such
event will lead to such a conversion shall not prejudice the rights of the
Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to
investigate all commercially reasonable alternatives for avoiding the need for
such conversion, including, without limitation, designating a different Lending
Office, if such designation or other action would avoid the need to convert
such LIBOR Advances to Base Rate Advances; provided, that the foregoing shall
not obligate the Liquidity Provider to take any action that would, in its
reasonable judgment, cause the Liquidity Provider to incur any material loss or
cost, unless the Borrower or Delta agrees to reimburse or indemnify the
Liquidity Provider therefor. If no such designation or other action is
effected, or, if effected, fails to avoid the need for conversion of the LIBOR
Advances to Base Rate Advances, Delta may arrange for a Replacement Liquidity
Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. 


ARTICLE IV


CONDITIONS PRECEDENT


          Section
4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01
of this Agreement shall become effective on and as of the first date (the “Effective Date”) on
which the following conditions precedent have been satisfied (or waived by the
appropriate party or parties): 


                    (a)
The Liquidity Provider shall have received on or before the Closing Date each
of the following, and in the case of each document delivered pursuant to
paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the
Liquidity Provider: 


	
 

	
 


	
 

	
                    (i)
 This Agreement and the Fee Letter duly executed on behalf of the Borrower and
 Delta, in the case of the Fee Letter; 


	
 

	
 


	
 

	
                    (ii)
 The Intercreditor Agreement duly executed on behalf of each of the parties
 thereto (other than the Liquidity Provider); 


	
 

	
 


	
 

	
                    (iii)
 Fully executed copies of each of the Operative Agreements executed and
 delivered on or before the Closing Date (other than this Agreement, the Fee
 Letter and the Intercreditor Agreement); 


	
 

	
 


	
 

	
                    (iv)
 A copy of the Offering Memorandum and specimen copies of the Class B
 Certificates; 


	
 

	
 


	
 

	
                    (v)
 An executed copy of each document, instrument, certificate and opinion
 delivered on or before the Closing Date pursuant to the Class B Trust
 Agreement, the Intercreditor Agreement and the other Operative Agreements (in
 the case of each such 





18






	
 

	
 


	
 

	
opinion,
 either addressed to the Liquidity Provider or accompanied by a letter from
 the counsel rendering such opinion to the effect that the Liquidity Provider
 is entitled to rely on such opinion as of its date as if it were addressed to
 the Liquidity Provider); and 


	
 

	
 


	
 

	
                    (vi)
 An agreement from Delta, pursuant to which (x) Delta agrees to provide copies
 of quarterly financial statements and audited annual financial statements to
 the Liquidity Provider (which Delta may provide in an electronic format by
 electronic mail or making such available over the internet) and (y) Delta
 agrees to allow the Liquidity Provider to discuss the transactions
 contemplated by the Operative Agreements with officers and employees of
 Delta.





                    (b)
On and as of the Effective Date no event shall have occurred and be continuing,
or would result from the entering into of this Agreement or the making of any
Advance, which constitutes a Liquidity Event of Default. 


                    (c)
The filings referred to in Section 3.01(d) of the Participation Agreements
shall have been filed (or shall be in the process of being filed). 


                    (d)
The Liquidity Provider shall have received payment in full of the fees and
other sums required to be paid to or for the account of the Liquidity Provider
on or prior to the Effective Date pursuant to the Fee Letter. 


                    (e)
All conditions precedent to the issuance of the Certificates under the Trust
Agreements shall have been satisfied or waived, all conditions precedent to the
effectiveness of the other Liquidity Facilities shall have been satisfied or
waived, and all conditions precedent to the purchase of the Class A, Class B
and Class C Certificates by the Initial Purchasers under the Purchase Agreement
shall have been satisfied (unless any of such conditions precedent under the
Purchase Agreement shall have been waived by the Initial Purchasers). 


                    (f)
The Borrower and Delta shall have received a certificate, dated the Effective
Date signed by a duly authorized representative of the Liquidity Provider,
certifying that all conditions precedent specified in this Section 4.01 have
been satisfied or waived by the Liquidity Provider. 


          Section
4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity
Provider to make an Advance on the occasion of each Borrowing shall be subject
to the conditions precedent that the Effective Date shall have occurred and,
prior to the time of such Borrowing, the Borrower shall have delivered a Notice
of Borrowing which conforms to the terms and conditions of this Agreement. 


ARTICLE V


COVENANTS


          Section
5.01 Affirmative Covenants of the Borrower. So long as any Advance shall
remain unpaid or the Liquidity Provider shall have any Maximum Commitment
hereunder or the Borrower shall have any obligation to pay any amount to the
Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider
shall otherwise consent in writing: 


19






                    (a)
Performance of Agreements. Punctually pay or cause to be paid all
amounts payable by it under this Agreement and the Intercreditor Agreement and
observe and perform in all material respects the conditions, covenants and
requirements applicable to it contained in this Agreement and the Intercreditor
Agreement. 


                    (b)
Reporting Requirements. Furnish to the Liquidity Provider with
reasonable promptness, such other information and data with respect to the
transactions contemplated by the Operative Agreements as from time to time may
be reasonably requested by the Liquidity Provider; and permit the Liquidity
Provider, upon reasonable notice, to inspect the Borrower’s books and records
with respect to such transactions and to meet with officers and employees of
the Borrower to discuss such transactions. 


                    (c)
Certain Operative Agreements. Furnish to the Liquidity Provider with
reasonable promptness, copies of such Operative Agreements entered into after
the date hereof as from time to time may be reasonably requested by the
Liquidity Provider. 


          Section
5.02 Negative Covenants of the Borrower. Subject to the first and fourth
paragraphs of Section 7.01(a) of the Intercreditor Agreement and Section 7.01(b)
of the Intercreditor Agreement, so long as any Advance shall remain unpaid or
the Liquidity Provider shall have any Maximum Commitment hereunder or the
Borrower shall have any obligation to pay any amount to the Liquidity Provider
hereunder, the Borrower will not appoint or permit or suffer to be appointed
any successor Borrower without the prior written consent of the Liquidity
Provider, which consent shall not be unreasonably withheld or delayed. 


ARTICLE VI


LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION


          Section
6.01 Liquidity Events of Default. (a) If any Liquidity Event of Default
has occurred and is continuing and there is a Performing Note Deficiency, the
Liquidity Provider may, in its discretion, deliver to the Borrower a Termination
Notice, the effect of which shall be to cause (i) this Agreement to expire at
the close of business on the fifth Business Day after the date on which such
Termination Notice is received by the Borrower, (ii) the Borrower to promptly
request, and the Liquidity Provider to promptly make, a Final Advance in
accordance with Section 2.02(d) hereof and Section 3.05(i) of the Intercreditor
Agreement, (iii) all other outstanding Advances to be automatically converted
into Final Advances for purposes of determining the Applicable Liquidity Rate
for interest payable thereon and (iv) subject to Sections 2.07 and 2.09, all
Advances, any accrued interest thereon and any other amounts outstanding
hereunder to become immediately due and payable to the Liquidity Provider. 


          (b) If the aggregate Pool Balance of the
Class B Certificates is greater than the aggregate outstanding principal amount
of the Series B Equipment Notes (other than any Series B Equipment Notes
previously sold or with respect to which the Aircraft related to such Series B
Equipment Notes has been disposed of) at any time during the 18-month period
ending on August 10, 2022, the Liquidity Provider may, in its discretion,
deliver to the Borrower a Special Termination Notice, the effect of which shall
be to cause (i) the obligation of the Liquidity Provider to make Advances
hereunder to expire on the fifth Business Day after the date on which 


20






such Special
Termination Notice is received by the Borrower and Delta, (ii) the Borrower to
promptly request, and the Liquidity Provider to promptly make, a Special
Termination Advance in accordance with Section 2.02(e) hereof and Section
3.5(k) of the Intercreditor Agreement, and (iii) subject to Sections 2.07 and
2.09, all Advances (including, without limitation, any Provider Advance and
Applied Provider Advance), any accrued interest thereon and any other amounts
outstanding hereunder to become immediately due and payable to the Liquidity
Provider. 


ARTICLE VII


MISCELLANEOUS


          Section
7.01 No Oral Modifications or Continuing Waivers. No terms or provisions
of this Agreement may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the Borrower and the Liquidity
Provider and any other Person whose consent is required pursuant to this
Agreement; provided that no such change or other action shall affect the
payment obligations of Delta or the rights of Delta without Delta’s prior
written consent; and any waiver of the terms hereof shall be effective only in
the specific instance and for the specific purpose given. 


          Section
7.02 Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices, requests, demands, authorizations, directions,
consents, waivers or documents required or permitted under the terms and
provisions of this Agreement shall be in English and in writing, and given by
United States registered or certified mail, courier service or facsimile, and
any such notice shall be effective when delivered (or, if delivered by
facsimile, upon completion of transmission and confirmation by the sender (by a
telephone call to a representative of the recipient or by machine confirmation)
that such transmission was received) addressed as follows: 


          If
to the Borrower, to: 


          U.S.
BANK TRUST NATIONAL ASSOCIATION

          One Federal Street,
3rd Floor

          Boston,
Massachusetts 02110

          Attention:
Corporate Trust Administration

          Ref: Delta 2007-1
EETC

          Telephone: (617)
603-6553

          Telecopy: (617)
603-6683 


21






          If
to the Liquidity Provider, to:


          LANDESBANK
HESSEN-THÜRINGEN GIROZENTRALE

          Main Tower

          Neue Mainzer Str.
52-58

          60311 Frankfurt am
Main

          Germany

          Attention: Asset
Finance

          Telephone:
49-69-9132-4882

          Telecopy:
49-69-9132-4392 


          With
a copy to: 


          LANDESBANK
HESSEN-THÜRINGEN

          New York Branch

          420 Fifth Avenue,
24th Floor

          New York, NY 10018

          Attention: Asset
Finance/Gerhard Winklmeier

          Telephone: (212)
703-5250

          Telecopy: (212)
703-5256 


          Any
party, by notice to the other party hereto, may designate additional or
different addresses for subsequent notices or communications. Whenever the
words “notice” or “notify” or similar words are used herein, they mean the
provision of formal notice as set forth in this Section 7.02. 


          Section
7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider
to exercise, and no delay in exercising, any right under this Agreement shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Agreement preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law. 


          Section
7.04 Further Assurances. The Borrower agrees to do such further acts and
things and to execute and deliver to the Liquidity Provider such additional
assignments, agreements, powers and instruments as the Liquidity Provider may
reasonably require or deem advisable to carry into effect the purposes of this
Agreement and the other Operative Agreements or to better assure and confirm
unto the Liquidity Provider its rights, powers and remedies hereunder and under
the other Operative Agreements. 


          Section
7.05 Indemnification; Survival of Certain Provisions. The Liquidity
Provider shall be indemnified hereunder to the extent and in the manner
described in Section 4.2 of the Participation Agreements. In addition, the
Borrower agrees to indemnify, protect, defend and hold harmless each Liquidity
Indemnitee from and against all Expenses of any kind or nature whatsoever
(other than any Expenses of the nature described in Sections 3.01 or 7.07 or in
the Fee Letter (regardless of whether indemnified against pursuant to said
Sections or in such Fee Letter)), that may be imposed on or incurred by such
Liquidity Indemnitee, in any way relating to, resulting from, or arising out of
or in connection with, any action, suit or proceeding by any 


22






third party
against such Liquidity Indemnitee and relating to this Agreement, the Fee
Letter, the Intercreditor Agreement or any Participation Agreement; provided,
however, that the Borrower shall not be required to indemnify, protect, defend
and hold harmless any Liquidity Indemnitee in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the negligence
or willful misconduct of such Liquidity Indemnitee or any other Liquidity
Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii)
attributable to the failure by such Liquidity Indemnitee or any other Liquidity
Indemnitee to perform or observe any agreement, covenant or condition on its
part to be performed or observed in this Agreement, the Intercreditor
Agreement, the Fee Letter or any other Operative Agreement to which it is a
party or (iv) otherwise excluded from the indemnification provisions contained
in Section 4.02 of the Participation Agreements. The provisions of Sections
3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.2 of
the Participation Agreements shall survive the termination of this Agreement. 


          Section
7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity
Provider nor any of its officers, employees or directors shall be liable or
responsible for: (i) the use which may be made of the Advances or any acts or
omissions of the Borrower or any beneficiary or transferee in connection
therewith; (ii) the validity, sufficiency or genuineness of documents, or of
any endorsement thereon, even if such documents should prove to be in any or
all respects invalid, insufficient, fraudulent or forged; or (iii) the making
of Advances by the Liquidity Provider against delivery of a Notice of Borrowing
and other documents which do not comply with the terms hereof; provided,
however, that the Borrower shall have a claim against the Liquidity Provider,
and the Liquidity Provider shall be liable to the Borrower, to the extent of
any damages suffered by the Borrower that were the result of (A) the Liquidity
Provider’s willful misconduct or gross negligence in determining whether
documents presented hereunder comply with the terms hereof or (B) any breach by
the Liquidity Provider of any of the terms of this Agreement or the
Intercreditor Agreement, including, but not limited to, the Liquidity
Provider’s failure to make lawful payment hereunder after the delivery to it by
the Borrower of a Notice of Borrowing complying with the terms and conditions
hereof. 


                    (b)
Neither the Liquidity Provider nor any of its officers, employees or directors
or affiliates shall be liable or responsible in any respect for (i) any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing delivered hereunder or (ii) any action, inaction or
omission which may be taken by it in good faith, absent willful misconduct or
negligence (in which event the extent of the Liquidity Provider’s potential
liability to the Borrower shall be limited as set forth in the immediately
preceding paragraph), in connection with this Agreement or any Notice of
Borrowing. 


          Section
7.07 Certain Costs and Expenses. The Borrower agrees promptly to pay, or
cause to be paid, (a) the reasonable fees, expenses and disbursements of
Pillsbury Winthrop Shaw Pittman LLP, special counsel for the Liquidity
Provider, in connection with the preparation, negotiation, execution, delivery,
filing and recording of the Operative Agreements, any waiver or consent
thereunder or any amendment thereof and (b) if a Liquidity Event of Default
occurs, all out-of-pocket expenses incurred by the Liquidity Provider,
including reasonable fees and disbursements of counsel, in connection with such
Liquidity Event of Default and any collection, bankruptcy, insolvency and other
enforcement proceedings in 


23






connection
therewith. In addition, the Borrower shall pay any and all recording, stamp and
other similar taxes and fees payable or determined to be payable in the United
States in connection with the execution, delivery, filing and recording of this
Agreement, any other Operative Agreement and such other documents, and agrees
to save the Liquidity Provider harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or omission
to pay such taxes or fees. 


          Section
7.08 Binding Effect; Participations. (a) This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Liquidity Provider and
their respective successors and permitted assigns, except that neither the
Liquidity Provider (except as otherwise provided in this Section 7.08) nor
(except as contemplated by Section 3.08) the Borrower shall have the right to
assign, pledge or otherwise transfer its rights or obligations hereunder or any
interest herein, subject to the Liquidity Provider’s right to grant
Participations pursuant to Section 7.08(b). 


                    (b)
The Liquidity Provider agrees that it will not grant any participation
(including, without limitation, a “risk participation”) (any such
participation, a “Participation”)
in or to all or a portion of its rights and obligations hereunder or under the
other Operative Agreements, unless all of the following conditions are
satisfied: (i) such Participation is to a Permitted Transferee, (ii) such
Participation is made in accordance with all applicable laws, including,
without limitation, the Securities Act of 1933, as amended, the Trust Indenture
Act of 1939, as amended, and any other applicable laws relating to the transfer
of similar interests and (iii) such Participation shall not be made under
circumstances that require registration under the Securities Act of 1933, as
amended, or qualification of any indenture under the Trust Indenture Act of
1939, as amended. Notwithstanding any such Participation, the Liquidity
Provider agrees that (1) the Liquidity Provider’s obligations under the
Operative Agreements shall remain unchanged, and such participant shall have no
rights or benefits as against Delta or the Borrower or under any Operative Agreement,
(2) the Liquidity Provider shall remain solely responsible to the other parties
to the Operative Agreements for the performance of such obligations, (3) the
Liquidity Provider shall remain the maker of any Advances, and the other
parties to the Operative Agreements shall continue to deal solely and directly
with the Liquidity Provider in connection with the Advances and the Liquidity
Provider’s rights and obligations under the Operative Agreements, (4) the
Liquidity Provider shall be solely responsible for any withholding Taxes or any
filing or reporting requirements relating to such Participation and shall hold
the Borrower and Delta and their respective successors, permitted assigns,
affiliates, agents and servants harmless against the same and (5) neither Delta
nor the Borrower shall be required to pay to the Liquidity Provider any amount
under Section 3.01 or Section 3.03 greater than it would have been required to
pay had there not been any grant of a Participation by the Liquidity Provider.
The Liquidity Provider may, in connection with any Participation or proposed
Participation pursuant to this Section 7.08(b), disclose to the participant or
proposed participant any information relating to the Operative Agreements or to
the parties thereto furnished to the Liquidity Provider thereunder or in
connection therewith and permitted to be disclosed by the Liquidity Provider;
provided, however, that prior to any such disclosure, the participant or
proposed participant shall agree in writing for the express benefit of the
Borrower and Delta to preserve the confidentiality of any confidential
information included therein (subject to customary exceptions). 


24






                    (c)
 Notwithstanding the other provisions
of this Section 7.08, the Liquidity Provider may assign and pledge all or any
portion of the Advances owing to it to any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any Operating Circular issued by
such Federal Reserve Bank, provided that any payment in respect of such
assigned Advances made by the Borrower to the Liquidity Provider in accordance
with the terms of this Agreement shall satisfy the Borrower’s obligations
hereunder in respect of such assigned Advance to the extent of. such payment.
No such assignment shall release the Liquidity Provider from its obligations
hereunder. 


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


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


          Section
7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.
(a) Each of the parties hereto, to the extent it may do so under applicable
law, for purposes hereof hereby (i) irrevocably submits itself to the
non-exclusive jurisdiction of the courts of the State of New York sitting in
the City of New York and to the non-exclusive jurisdiction of the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement, the subject
matter hereof or any of the transactions contemplated hereby brought by any
party or parties hereto or thereto, or their successors or permitted assigns
and (ii) waives, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the subject matter
hereof or any of the transactions contemplated hereby may not be enforced in or
by such courts. 


                    (b)
THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED, including, without limitation, contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. The Borrower
and the Liquidity Provider each warrant and represent that it has reviewed this
waiver with its legal counsel, and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER
IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT 


25






AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. 


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


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


          Section
7.13 Entirety. This Agreement and the Intercreditor Agreement constitute
the entire agreement of the parties hereto with respect to the subject matter
hereof and supersede all prior understandings and agreements of such parties. 


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


          Section
7.15 Liquidity Provider’s Obligation to Make Advances. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY
PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER
NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE,
UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 


26






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


	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION, 
not in its individual capacity but solely as
 Subordination Agent, as agent and trustee for the Class B Trust, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
   /s/
 Alison D.B. Nadeau 


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau 


	
 

	
 

	
Title: Vice
 President 


	
 

	
 

	
 


	
 

	
LANDESBANK
 HESSEN-THÜRINGEN
GIROZENTRALE, as Liquidity Provider 


	
 

	
 

	
 


	
 

	
By:

	
   /s/
 Kohrsmeier-Hartmann 


	
 

	
 

	 


	
 

	
 

	
Name:
 Kohrsmeier-Hartmann 


	
 

	
 

	
Title: SVP


	
 

	
 

	
 


	
 

	
By:

	
   /s/
 Dr. Christian Remaklus 


	
 

	
 

	 


	
 

	
 

	
Name: Dr.
 Christian Remaklus 


	
 

	
 

	
Title: VP





27








ANNEX I to

REVOLVING CREDIT AGREEMENT


INTEREST ADVANCE NOTICE OF BORROWING


          The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby
certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1B), dated as of October
11, 2007, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:


          (1) The Borrower is the Subordination Agent under the Intercreditor
Agreement.


          (2) The Borrower is delivering this Notice of Borrowing for the making
of an Interest Advance by the Liquidity Provider to be used for the payment of
the interest on the Class B Certificates which is payable on __________,
____ (the “Distribution Date”)
in accordance with the terms and provisions of the Class B Trust Agreement
and the Class B Certificates, which Advance is requested to be made on
__________, ____. The Interest Advance
should be remitted to [insert wire and account details].


          (3) The amount of the Interest Advance requested hereby (i) is
$___________, to be applied in respect of the payment of the interest which is
due and payable on the Class B Certificates on the Distribution Date,
(ii) does not include any amount with respect to the payment of principal
of, or premium on, the Class B Certificates, or principal of, or interest
or premium on the Class A Certificates or Class C Certificates,
(iii) was computed in accordance with the provisions of the Class B
Certificates, the Class B Trust Agreement and the Intercreditor Agreement
(a copy of which computation is attached hereto as Schedule I),
(iv) does not exceed the Maximum Available Commitment on the date hereof
and (v) has not been and is not the subject of a prior or contemporaneous
Notice of Borrowing.


          (4) Upon receipt by or on behalf of the Borrower of the amount
requested hereby, (a) the Borrower will apply the same in accordance with
the terms of Section 3.05(b) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose
and (c) no portion of such amount until so applied shall be commingled
with other funds held by the Borrower.


          The
Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the
making of the Interest Advance as requested by this Notice of Borrowing shall
automatically reduce, subject to reinstatement in accordance with the terms of
the Liquidity Agreement, the Maximum Available Commitment by an amount equal to
the amount of the Interest Advance requested to be made hereby as set forth in
clause (i) of paragraph (3) of this Notice of Borrowing and such
reduction shall automatically result in corresponding reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.


I-1






          IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the ____ day of __________, ____. 


	
 

	
 

	
 


	
 

	
U.S. BANK TRUST NATIONAL ASSOCIATION,

 as Subordination Agent, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name


	
 

	
 

	
Title:





I-2






SCHEDULE I TO INTEREST ADVANCE NOTICE OF
BORROWING


[Insert Copy of Computations in accordance
with Interest Advance Notice of Borrowing]


I-3






ANNEX II to

REVOLVING CREDIT AGREEMENT


DOWNGRADE ADVANCE NOTICE OF BORROWING


          The
undersigned, a duly authorized signatory of the undersigned subordination agent
(the “Borrower”),
hereby certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1B), dated as of October
11, 2007, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:


          (1) The
Borrower is the Subordination Agent under the Intercreditor Agreement.


          (2) The
Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the
Class B Cash Collateral Account in accordance with Section 3.05(c) of the
Intercreditor Agreement by reason of the downgrading of the Short-Term Rating
or Long-Term Rating of the Liquidity Provider issued by either Rating Agency
below the Threshold Rating, which Advance is requested to be made on
__________, ____. The Downgrade Advance
should be remitted to [insert wire and account details].


          (3) The
amount of the Downgrade Advance requested hereby (i) is $____________,
which equals the Maximum Available Commitment on the date hereof and is to be
applied in respect of the funding of the Class B Cash Collateral Account
in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement,
(ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class B Certificates, or principal of, or
interest or premium on, the Class A Certificates or the Class C
Certificates (iii) was computed in accordance with the provisions of the
Class B Certificates, the Class B Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I) and (iv) has not been and is not the subject of a prior
or contemporaneous Notice of Borrowing under the Liquidity Agreement.


          (4) Upon
receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower will deposit such amount in the Class B Cash
Collateral Account and apply the same in accordance with the terms of Sections
3.05(c) and 3.05(f) of the Intercreditor Agreement, (b) no portion of such
amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds
held by the Borrower.


          The
Borrower hereby acknowledges that, pursuant to the Liquidity Agreement,
(A) the making of the Downgrade Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement and
(B) following the making by the Liquidity Provider of the Downgrade
Advance requested by this Notice of Borrowing, the Borrower shall not be
entitled to request any further Advances under the Liquidity Agreement.


III-1






          IN WITNESS
WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of
the ____ day of ____________, ____.


	
 

	
 

	
 


	
 

	
U.S. BANK TRUST NATIONAL ASSOCIATION,

 as Subordination Agent, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:
 





III-2






SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING


[Insert Copy of computations in accordance
with Downgrade Advance Notice of Borrowing]


III-3










ANNEX III to 

REVOLVING CREDIT AGREEMENT


FINAL ADVANCE NOTICE OF BORROWING


          The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby
certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1B), dated as of October
11, 2007, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that: 


	
 

	
 


	
 

	
          (1)
  The Borrower is the Subordination Agent under the Intercreditor Agreement. 


	
 

	
 


	
 

	
          (2)
  The Borrower is delivering this Notice of Borrowing for the making of the
  Final Advance by the Liquidity Provider to be used for the funding of the
  Class B Cash Collateral Account in accordance with Section 3.05(i) of the
  Intercreditor Agreement by reason of the receipt by the Borrower of a
  Termination Notice from the Liquidity Provider with respect to the Liquidity
  Agreement, which Advance is requested to be made on __________, ____. The
  Final Advance should be remitted to [insert wire and account details]. 


	
 

	
 


	
 

	
          (3)
  The amount of the Final Advance requested hereby (i) is $____________, which
  equals the Maximum Available Commitment on the date hereof and is to be
  applied in respect of the funding of the Class B Cash Collateral Account in
  accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement,
  (ii) does not include any amount with respect to the payment of principal of,
  or premium on, the Class B Certificates, or principal of, or interest or
  premium on, the Class A Certificates or the Class C Certificates (iii) was
  computed in accordance with the provisions of the Class B Certificates, the
  Class B Trust Agreement and the Intercreditor Agreement (a copy of which
  computation is attached hereto as Schedule I) and (iv) has not been and is
  not the subject of a prior or contemporaneous Notice of Borrowing. 


	
 

	
 


	
 

	
          (4)
  Upon receipt by or on behalf of the Borrower of the amount requested hereby,
  (a) the Borrower will deposit such amount in the Class B Cash Collateral
  Account and apply the same in accordance with the terms of Sections 3.05(f)
  and 3.05(i) of the Intercreditor Agreement, (b) no portion of such amount
  shall be applied by the Borrower for any other purpose and (c) no portion of
  such amount until so applied shall be commingled with other funds held by the
  Borrower. 





          The
Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Final Advance as requested by this Notice of Borrowing shall
automatically and irrevocably terminate the obligation of the Liquidity
Provider to make further Advances under the Liquidity Agreement and (B) following
the making by the Liquidity Provider of the Final Advance requested by this
Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement. 


IV-1






          IN
WITNESS WHEREOF, the Borrower has executed and delivered this Notice of
Borrowing as of the ____ day of ___________, ___. 


	
 

	
 

	
 


	
 

	
U.S. BANK
  TRUST NATIONAL ASSOCIATION,


	
 

	
as
  Subordination Agent, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





[* Bracketed
language may be included at Borrower’s option.] 


IV-2






SCHEDULE 1 TO FINAL ADVANCE NOTICE OF
BORROWING


[Insert Copy of Computations in accordance
with Final Advance Notice of Borrowing]


IV-3






ANNEX IV to

REVOLVING CREDIT AGREEMENT


SPECIAL TERMINATION ADVANCE NOTICE OF
BORROWING


          The
undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby
certifies to LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE (the “Liquidity Provider”),
with reference to the Revolving Credit Agreement (2007-1B), dated as of October
11, 2007, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”;
the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that: 


	
 

	
 


	
 

	
          (1)
  The Borrower is the Subordination Agent under the Intercreditor Agreement. 


	
 

	
 


	
 

	
          (2)
  The Borrower is delivering this Notice of Borrowing for the making of the
  Special Termination Advance by the Liquidity Provider to be used for the
  funding of the Class B Cash Collateral Account in accordance with Section
  3.05(k) of the Intercreditor Agreement by reason of the receipt by the
  Borrower of a Special Termination Notice from the Liquidity Provider with
  respect to the Liquidity Agreement, which Advance is requested to be made on
  _______________. 


	
 

	
 


	
 

	
          (3)
  The amount of the Special Termination Advance requested hereby (i) is
  $_____________, which equals the Maximum Available Commitment on the date
  hereof and is to be applied in respect of the funding of the Class B Cash Collateral
  Account in accordance with Section 3.05(k) of the Intercreditor Agreement,
  (ii) does not include any amount with respect to the payment of principal of,
  or premium on, the Class B Certificates, or principal of, or interest or
  premium on, the Class A Certificates or the Class C Certificates, (iii) was
  computed in accordance with the provisions of the Class B Certificates, the
  Class B Trust Agreement and the Intercreditor Agreement (a copy of which
  computation is attached hereto as Schedule I) and (iv) has not been and is
  not the subject of a prior or contemporaneous Notice of Borrowing. 


	
 

	
 


	
 

	
          (4)
  Upon receipt by or on behalf of the Borrower of the amount requested hereby,
  (a) the Borrower shall deposit such amount in the Class B Cash Collateral
  Account and apply the same in accordance with the terms of Section 3.05(f) of
  the Intercreditor Agreement, (b) no portion of such amount shall be applied
  by the Borrower for any other purpose and (c) no portion of such amount until
  so applied shall be commingled with other funds held by the Borrower. 





          The
Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Special Termination Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Primary Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the
Special Termination Advance requested by this Notice of Borrowing, the Borrower
shall not be entitled to request any further Advances under the Liquidity
Agreement. 


ANNEX IV

Page 1






          IN
WITNESS WHEREOF, the Borrower has executed and delivered this Notice of
Borrowing as of the ____ day of ___________, ___. 


	
 

	
 

	
 


	
 

	
U.S. BANK
  TRUST NATIONAL ASSOCIATION,


	
 

	
as
  Subordination Agent, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





ANNEX IV

Page 2






SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE
NOTICE OF BORROWING


[Insert Copy of Computations in accordance
with Special Termination Advance Notice of Borrowing]


ANNEX IV

Page 3






ANNEX V to 

REVOLVING CREDIT AGREEMENT


NOTICE OF TERMINATION


	
 

	
 


	
 

	
[Date] 


	
 

	
 


	
U.S. Bank
  Trust National Association,

	
 


	
     as
  Subordination Agent,

	
 


	
     as
  Borrower 
225 Asylum Street

	
 


	
Goodwin
  Square

	
 


	
Hartford,
  Connecticut 06103

	
 


	
Attention:
  Corporate Trust Division

	
 








	
 

	
 


	
Re:

	
Revolving
  Credit Agreement, dated as of October 11, 2007, between U.S. Bank Trust
  National Association, as Subordination Agent, as agent and trustee for the
  Delta Air Lines Pass Through Trust 2007-1B, as Borrower, and Landesbank
  Hessen-Thüringen Girozentrale (the “Liquidity Agreement”) 





Ladies and
Gentlemen: 


          You
are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement,
by reason of the occurrence and continuance of a Liquidity Event of Default and
the existence of a Performing Note Deficiency (each as defined therein), we are
giving this notice to you in order to cause (i) our obligations to make
Advances (as defined therein) under such Liquidity Agreement to terminate at
the close of business on the fifth Business Day after the date on which you
receive this notice and (ii) you to request a Final Advance under the Liquidity
Agreement pursuant to Section 3.05(i) of the Intercreditor Agreement (as
defined in the Liquidity Agreement) as a consequence of your receipt of this
notice. 


V-1






          THIS NOTICE
IS THE “NOTICE OF TERMINATION” PROVIDED
FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE
LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE FIFTH
BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. 


	
 

	
 

	
 


	
 

	
Very truly
  yours,


	
 

	
 

	
 


	
 

	
LANDESBANK
  HESSEN-THÜRINGEN


	
 

	
GIROZENTRALE,


	
 

	
as Liquidity
  Provider


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:








	
 

	
 


	
cc:

	
U.S. Bank Trust
  National Association, as Class B Trustee 





V-2






ANNEX VI to 

REVOLVING CREDIT AGREEMENT


NOTICE OF SPECIAL TERMINATION


[Date]


	
 


	
U.S. Bank
  Trust National Association, 


	
     as
  Subordination Agent,


	
     as
  Borrower 
225 Asylum Street 


	
Goodwin
  Square 


	
Hartford, Connecticut 06103 


	
Attention:
  Corporate Trust Division 








	
 

	
 


	
Re:

	
Revolving
  Credit Agreement, dated as of October 11, 2007, between U.S. Bank Trust
  National Association, as Subordination Agent, as agent and trustee for the
  Delta Air Lines Pass Through Trust 2007-1B, as Borrower, and Landesbank
  Hessen-Thüringen Girozentrale (the “Liquidity Agreement”) 





Ladies and
Gentlemen: 


          You
are hereby notified that pursuant to Section 6.01(b) of the Liquidity
Agreement, by reason of the aggregate Pool Balance of the Class B Certificates
exceeding the aggregate outstanding principal amount of the Series B Equipment
Notes (other than any Series B Equipment Notes previously sold or with respect
to which the Aircraft related to such Series B Equipment Notes has been
disposed of) during the 18-month period prior to August 10, 2022, we are giving
this notice to you in order to cause (i) our obligations to make Advances (as
defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to
request a Special Termination Advance under the Liquidity Agreement pursuant to
Section 3.05(k) of the Intercreditor Agreement (as defined in the Liquidity
Agreement) as a consequence of your receipt of this notice. 


VI-1






          THIS NOTICE
IS THE “NOTICE OF SPECIAL TERMINATION”
PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES
UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS ON THE
FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. 


	
 

	
 

	
 


	
 

	
Very truly
  yours,


	
 

	
 

	
 


	
 

	
LANDESBANK
  HESSEN-THÜRINGEN


	
 

	
GIROZENTRALE,


	
 

	
as Liquidity
  Provider


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:








	
 

	
 


	
cc:

	
U.S. Bank
  Trust National Association, as Class B Trustee 





VI-2






ANNEX VII to 

REVOLVING CREDIT AGREEMENT


NOTICE OF REPLACEMENT SUBORDINATION AGENT


[Date] 


Attention:


	
 

	
 


	
Re:

	
Revolving
  Credit Agreement, dated as of October 11, 2007, between U.S. Bank Trust
  National Association, as Subordination Agent, as agent and trustee for the
  Delta Air Lines Pass Through Trust 2007-1B, as Borrower, and Landesbank
  Hessen-Thüringen Girozentrale (the “Liquidity Agreement”) 





Ladies and
Gentlemen: 


          For
value received, the undersigned beneficiary hereby irrevocably transfers to: 


[Name of Transferee]


[Address of Transferee]


all rights and
obligations of the undersigned as Borrower under the Liquidity Agreement
referred to above. The transferee has succeeded the undersigned as
Subordination Agent under the Intercreditor Agreement referred to in the first
paragraph of the Liquidity Agreement, pursuant to the terms of Section 7.01 of
the Intercreditor Agreement. 


          By
this transfer, all rights of the undersigned as Borrower under the Liquidity
Agreement are transferred to the transferee and the transferee shall hereafter
have the sole rights and obligations as Borrower thereunder. The undersigned
shall pay any costs and expenses of such transfer, including, but not limited
to, transfer taxes or governmental charges. 


          This
transfer shall be effective as of [specify time and date]. 


	
 

	
 

	
 


	
 

	
U.S. BANK
  TRUST NATIONAL ASSOCIATION,


	
 

	
as
  Subordination Agent, as Borrower


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





VI-1