EXHIBIT 4.14


EXHIBIT B to

Note Purchase Agreement


	
 


	 





PARTICIPATION AGREEMENT

([Reg. No.])


Dated as of __________, 20071


among


DELTA AIR LINES, INC.,


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the

Pass Through Trust Agreements


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent


U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee


and


U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein


One Boeing [Model] (Generic Model [Generic
Model]) Aircraft 

U.S. Registration No. [Reg. No.]


	
 

	
 

	
 


	 


	
 

	
 


	 

	
 


	
1

	
To insert
 the relevant Closing Date.










TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 1


	
 

	
 

	
 

	
 

	
 


	
DEFINITIONS


	
 


	
Section
 1.01.

	
 

	
Definitions

	
2

	
 


	
Section
 1.02.

	
 

	
Other
 Definitional Provisions

	
2

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 2


	
 

	
 

	
 

	
 

	
 


	
THE LOANS


	
 


	
Section
 2.01.

	
 

	
The Loans

	
2

	
 


	
Section
 2.02.

	
 

	
Issuance of
 Equipment Notes

	
3

	
 


	
Section
 2.03.

	
 

	
The Closing

	
3

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 3


	
 

	
 

	
 

	
 

	
 


	
CONDITIONS PRECEDENT


	
 


	
Section
 3.01.

	
 

	
Conditions
 Precedent to Obligations of Pass Through Trustees

	
3

	
 


	
Section
 3.02.

	
 

	
Conditions
 Precedent to Obligations of Company

	
7

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 4


	
 

	
 

	
 

	
 

	
 


	
REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF COMPANY


	
 


	
Section
 4.01.

	
 

	
Representations
 and Warranties of Company

	
9

	
 


	
Section
 4.02.

	
 

	
General
 Indemnity

	
11

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 5


	
 

	
 

	
 

	
 

	
 


	
REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK


	
 


	
Section
 5.01.

	
 

	
Representations,
 Warranties and Covenants of U.S. Bank

	
17

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE 6


	
 

	
 

	
 

	
 

	
 


	
OTHER COVENANTS AND AGREEMENTS


	
 


	
Section
 6.01.

	
 

	
Other
 Agreements

	
20

	
 


	
Section
 6.02.

	
 

	
Certain
 Covenants of Company

	
23

	
 





i






TABLE OF CONTENTS
(continued)


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 


	
ARTICLE 7


	
 

	
 

	
 

	
 

	
 


	
MISCELLANEOUS


	
 


	
Section
 7.01.

	
 

	
Notices

	
25

	
 


	
Section
 7.02.

	
 

	
Survival of
 Representations, Warranties, Indemnities, Covenants and Agreements

	
27

	
 


	
Section
 7.03.

	
 

	
Governing
 Law

	
28

	
 


	
Section
 7.04.

	
 

	
Severability

	
28

	
 


	
Section
 7.05.

	
 

	
No Oral
 Modifications or Continuing Waivers; Consents

	
28

	
 


	
Section
 7.06.

	
 

	
Effect of
 Headings and Table of Contents

	
28

	
 


	
Section
 7.07.

	
 

	
Successors
 and Assigns

	
28

	
 


	
Section
 7.08.

	
 

	
Benefits of
 Agreement

	
28

	
 


	
Section
 7.09.

	
 

	
Counterparts

	
29

	
 


	
Section
 7.10.

	
 

	
Submission
 to Jurisdiction

	
29

	
 


	
Section
 7.11.

	
 

	
Further
 Assurances

	
29

	
 


	
 

	
 

	
 

	
 

	
 


	
Schedule I

	
-

	
Equipment
 Notes, Purchasers and Original Principal Amounts

	
 

	
 


	
Schedule II

	
-

	
Trust
 Supplements

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Exhibit A-1

	
-

	
Form of
 Opinion of Counsel for Company

	
 

	
 


	
Exhibit A-2

	
-

	
Form of
 Opinion of Debevoise & Plimpton LLP, special counsel for Company

	
 

	
 


	
Exhibit B

	
-

	
Form of
 Opinion of Special Counsel for Loan Trustee, Subordination Agent and U.S.
 Bank

	
 

	
 


	
Exhibit C

	
-

	
Form of
 Opinion of Special FAA Counsel

	
 

	
 


	
Exhibit D-1

	
-

	
Form of
 Opinion of Special Counsel for the Liquidity Providers 

	
 

	
 


	
Exhibit D-2

	
-

	
Form of
 Opinion of In-House Counsel for the Liquidity Providers

	
 

	
 


	
Exhibit E

	
-

	
Form of
 Manufacturer’s Consent

	
 

	
 


	
Exhibit F-1

	
-

	
Form of
 Opinion of Special Counsel for Pass Through Trustees

	
 

	
 


	
Exhibit F-2

	
-

	
Form of
 Opinion of Special Delaware Tax Counsel for Pass Through Trustees

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Annex A

	
-

	
Definitions

	
 

	
 





ii







PARTICIPATION AGREEMENT

([REG. NO.])


          This
PARTICIPATION AGREEMENT ([REG. NO.]), dated as of __________, 20072, is made by and
among DELTA AIR LINES, INC., a Delaware corporation (together with its
successors and permitted assigns, “Company”), U.S. BANK TRUST
NATIONAL ASSOCIATION, a national banking association (in its individual
capacity, together with its successors and permitted assigns, “U.S. Bank”),
not in its
individual capacity except as otherwise expressly provided in any of the
Operative Documents or the Pass Through Documents, but solely as trustee (in
such capacity together with any successor or other trustee in such capacity, “Pass
Through Trustee”) under each of the Pass Through Trust Agreements
(such term and other capitalized terms used herein without definition being
defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as subordination agent and trustee (in such
capacity, together with any successor trustee in such capacity, “Subordination
Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL
ASSOCIATION, as loan trustee (in such capacity, together with any successor
trustee in such capacity, “Loan Trustee”) under the Indenture. 


WITNESSETH:


          WHEREAS,
Company is the owner of that certain Boeing Model [Model] aircraft more
particularly described in the Indenture Supplement originally executed and
delivered under the Indenture;


          WHEREAS,
concurrently with the execution and delivery of this Agreement, Company and
Loan Trustee are entering into the Indenture, pursuant to which, among other
things, Company will issue three series of Equipment Notes, which Equipment
Notes are to be secured by a security interest in all right, title and interest
of Company in and to the Aircraft and certain other property described in the
Indenture;


          WHEREAS,
pursuant to the Basic Pass Through Trust Agreement and each of the Trust
Supplements set forth in Schedule II, concurrently with the execution and
delivery of this Agreement, separate Pass Through Trusts are being created to
facilitate certain of the transactions contemplated hereby, including, without
limitation, the issuance and sale of Pass Through Certificates;


          WHEREAS,
pursuant to the Intercreditor Agreement, Subordination Agent will hold the
Equipment Notes on behalf of the Pass Through Trusts;


	
 

	
 

	
 


	 
	
 


	
 


	
2

	
To insert
 the relevant Closing Date.










          NOW,
THEREFORE, in consideration of the foregoing premises and 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 1


DEFINITIONS


          Section
1.01. Definitions. For the
purposes of this Agreement, unless the context otherwise requires, capitalized
terms used but not defined herein have the respective meanings set forth or
incorporated by reference in Annex A.


          Section
1.02. Other Definitional Provisions.
(a) The definitions stated
herein and in Annex A apply equally to both the singular and the plural forms
of the terms defined.


          (b)
All references in this Agreement to designated “Articles”, “Sections”,
“Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to
the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other
subdivision of 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,
Subsection, Schedule, Exhibit, Annex or other subdivision.


          (d)
All references in this Agreement to a “government” are to such government and
any instrumentality or agency thereof.


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


ARTICLE 2


THE LOANS


          Section
2.01. The Loans. Subject to the
terms and conditions of this Agreement and the Indenture, on the Closing Date
Pass Through Trustee for each Pass Through Trust shall make a loan to Company
by paying to Company the aggregate original principal amounts of the Equipment
Notes being issued to such Pass Through Trust as set forth on Schedule I
opposite the name of such Pass Through Trust. Pass Through Trustees, on behalf
of the Pass Through Trusts, shall make such loans to Company no later than
11:00 a.m. (New York City time) on the Closing Date by transferring such 


2






amount in
immediately available funds to Company at its account at Citibank, N.A., 111
Wall Street, New York, New York, Account No. 40002617, ABA Number 021000089,
with the request that the bank advise Company by telephone at (404) 715-2046upon
transfer of the funds.


          Section
2.02. Issuance of Equipment Notes.
Upon the occurrence of the above payments by Pass Through Trustee for
each Pass Through Trust to Company, Company shall issue, pursuant to and in
accordance with Article II of the Indenture, to Subordination Agent
as agent and trustee for Pass Through Trustee for each Pass Through Trust, one
or more Equipment Notes of the maturity and aggregate principal amount and
bearing the interest rate set forth in Schedule I opposite the name of such
Pass Through Trust. Each such Equipment Note shall be duly authenticated by
Loan Trustee pursuant to the Indenture, registered in the name of Subordination
Agent and dated the Closing Date and shall be delivered by Loan Trustee to
Subordination Agent. In addition,
subject to Section 4(a)(v) of the Note Purchase Agreement, Company shall have
the option after the Closing Date, from time to time (i) to redeem all
but not less than all of the Series B or Series C Equipment Notes (or any
series of Additional Series Equipment Notes) and to issue under the Indenture
new Equipment Notes with the same Series designation as, but with terms that
may differ from those of, the redeemed Equipment Notes, and (ii) to
issue one or more series of Additional Series Equipment Notes under the
Indenture. If Series B, Series C or
Additional Series Equipment Notes are so issued after the Closing Date, the
Noteholders of such Equipment Notes shall be deemed to be a party hereto
without further act, and shall be entitled to execute, and at the request of
Company shall execute, a counterpart to this Agreement.


          Section
2.03. The Closing. The closing
(the “Closing”) of the transactions contemplated hereby shall take place
at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New
York 10022 at 9:30 a.m. (New York City time) on __________, 2007 or at such
other time or place as the parties shall agree.


ARTICLE 3


CONDITIONS PRECEDENT


          Section
3.01. Conditions Precedent to Obligations of Pass Through Trustees. The obligation of each Pass Through
Trustee to make the loan contemplated by Article II is subject to the
fulfillment (or the waiver by such Pass Through Trustee) prior to or on the
Closing Date of the following conditions precedent:


          (a)
Company shall have tendered the Equipment Notes to Loan Trustee for
authentication, and Loan Trustee shall have authenticated such Equipment Notes
and shall have tendered the Equipment Notes to Subordination Agent on behalf of
the applicable Pass Through Trustee, against receipt of the loan proceeds, in
accordance with Section 2.02.


3






          (b)
No change shall have occurred after the date of this Agreement in applicable
law or regulations thereunder or interpretations thereof by appropriate
regulatory authorities or any court that would make it a violation of law or
governmental regulations for Pass Through Trustees to make the loans
contemplated by Section 2.01 or to acquire the Equipment Notes.


          (c)
This Agreement and the following documents shall have been duly authorized,
executed and delivered by the respective party or parties thereto (other than
Pass Through Trustees or Loan Trustee), shall be in full force and effect and
executed counterparts (or copies thereof where indicated) thereof shall have
been delivered to each Pass Through Trustee:


          (i)
the Intercreditor Agreement;


          (ii)
the Liquidity Facilities;


          (iii)
the Pass Through Trust Agreements;


          (iv)
the Indenture and the Indenture Supplement covering the Aircraft and dated the
Closing Date;


          (v)
the Manufacturer’s Consent;


          (vi)
a copy of the FAA Bill of Sale; and


          (vii)
a copy of
the Warranty Bill of Sale.


          (d)
A Uniform Commercial Code financing statement or statements covering the
security interest created by the Indenture shall have been executed and
delivered by Company, as debtor, and by Loan Trustee, as secured party, and
such financing statement or statements shall have been duly filed in all places
necessary or desirable within the State of Delaware.


          (e)
Each Pass Through Trustee shall have received the following:


          (i)
a certificate dated the Closing Date of the Secretary or an Assistant Secretary
of Company, certifying as to (A) a copy of the resolutions of the Board
of Directors of Company or the executive committee thereof duly authorizing the
transactions contemplated hereby and the execution, delivery and performance by
Company of this Agreement and the Indenture and each other document required to
be executed and delivered by Company in accordance with the provisions hereof
or thereof and (B) a copy of the certificate of incorporation and
by-laws of Company, as in effect on the Closing Date;


4






          (ii)
a certificate or other evidence from the Secretary of State of the State of
Delaware, dated as of a date reasonably near the Closing Date, as to the due
incorporation and good standing of Company in such state;


          (iii)
an incumbency certificate of Company as to the person or persons authorized to
execute and deliver this Agreement, the Indenture and each other document to be
executed by Company in connection with the transactions contemplated hereby and
thereby, and the specimen signatures of such person or persons; and


          (iv)
one or more certificates of Loan Trustee and Subordination Agent certifying to
the reasonable satisfaction of Pass Through Trustees as to the due
authorization, execution, delivery and performance by Loan Trustee and
Subordination Agent of each of the Operative Documents to which Loan Trustee or
Subordination Agent is or will be a party and any other documents to be
executed by or on behalf of Loan Trustee or Subordination Agent in connection
with the transactions contemplated hereby or thereby.


          (f)
On the Closing Date, the following statements shall be correct: (i) the
representations and warranties of Company herein are correct in all material
respects as though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties are correct on and as of such earlier date)
and (ii) no event has occurred and is continuing that constitutes an
Event of Default or an Event of Loss or would constitute an Event of Default or
Event of Loss but for the requirement that notice be given or time elapse or
both. 


          (g)
Each Pass Through Trustee and Loan Trustee shall have received (i) an
opinion addressed to it from the General Counsel, Deputy General Counsel or an
Associate General Counsel of Company (or such other internal counsel to Company
as shall be reasonably satisfactory to Pass Through Trustees) substantially in
the form set forth in Exhibit A-1 and (ii) opinion
addressed to it from Debevoise & Plimpton LLP substantially in the forms
set forth in Exhibit A-2.


          (h)
Each Pass Through Trustee and Loan Trustee shall have received an opinion
addressed to it from Shipman & Goodwin LLP, special counsel for U.S. Bank,
Loan Trustee and Subordination Agent, substantially in the form set forth in Exhibit B.


          (i)
Each Pass Through Trustee and Loan Trustee shall have received an opinion
addressed to it from Daugherty, Fowler, Peregrin, Haught & Jenson, a 


5






Professional Corporation,
special FAA counsel in Oklahoma City, Oklahoma, substantially in the form set
forth in Exhibit
C.


          (j)
Each Pass Through Trustee and Loan Trustee shall have received a certificate or
certificates signed by the chief financial or accounting officer, any Senior
Vice President, the Treasurer, any Vice President or any Assistant Treasurer
(or any other Responsible Officer) of Company, dated the Closing Date,
certifying as to the correctness of each of the matters stated in Section
3.01(f).


          (k)
Each Pass Through Trustee shall have received a certificate from U.S. Bank in
its individual capacity and as Loan Trustee and Subordination Agent, as
applicable, dated the Closing Date, signed by an authorized officer of U.S.
Bank in its individual capacity and as Loan Trustee and Subordination Agent, as
applicable, certifying for each such entity that no Loan Trustee Liens or Other
Party Liens attributable to it, as applicable, exist, and further certifying as
to the correctness of each of the matters stated in Section 5.01.


          (l)
As of the Issuance Date, each Pass Through Trustee shall have received opinions
addressed to it from Pillsbury Winthrop Shaw Pittman LLP, special counsel for
the Liquidity Providers, substantially in the form set forth in Exhibit D-1,
and from in-house counsel for the Liquidity Providers, substantially in the
form set forth in Exhibit D-2.


          (m)
Loan Trustee shall have received an insurance report of an independent
insurance broker and the related certificates of insurance, each in form and
substance reasonably satisfactory to Loan Trustee, as to the compliance with
the terms of Section 7.06 of the Indenture relating to insurance with respect
to the Aircraft.


          (n)
No action or proceeding shall have been instituted nor shall governmental
action be threatened before any court or governmental agency, nor shall any
order, judgment or decree have been issued or proposed to be issued by any
court or governmental agency at the time of the Closing to set aside, restrain,
enjoin or prevent the completion and consummation of this Agreement or the
transactions contemplated hereby.


          (o)
Company shall have entered into the Pass Through Purchase Agreement, the Pass
Through Certificates shall have been issued and sold pursuant to the Pass
Through Purchase Agreement and the Initial Purchasers shall have transferred to
Pass Through Trustees in immediately available funds an amount at least equal
to the aggregate purchase price of the Equipment Notes to be purchased from
Company.


6






          (p)
Loan Trustee shall have received an executed copy of the Manufacturer’s Consent
substantially in the form set forth in Exhibit E.


          (q)
All
appropriate action required to have been taken prior to the Closing Date by the
FAA or any governmental or political agency, subdivision or instrumentality of
the United States, in connection with the transactions contemplated by this
Agreement has been taken, and all orders, permits, waivers, authorizations,
exemptions and approvals of such entities required to be in effect on the
Closing Date in connection with the transactions contemplated by this Agreement
have been issued.


          (r)
The conditions precedent set forth in Section 2 of the Note Purchase Agreement,
and the requirements set forth in Section 1 of the Note Purchase Agreement
relating to the Aircraft and the Equipment Notes, shall have been satisfied.


          Promptly
upon the recording of the Indenture (with the Indenture Supplement attached)
pursuant to the Transportation Code and the receipt of appropriate and correct
recording information from the FAA, Company will cause Daugherty, Fowler,
Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel
in Oklahoma City, Oklahoma to deliver to Subordination Agent, to Pass Through
Trustees, to Loan Trustee and to Company an opinion as to the due recording of
such instrument and the lack of filing of any intervening documents with
respect to the Aircraft.


          Section
3.02. Conditions Precedent to Obligations of Company. The obligation of Company to issue and sell
the Equipment Notes is subject to the fulfillment (or waiver by Company) prior
to or on the Closing Date of the following conditions precedent:


          (a)
No change shall have occurred after the date of this Agreement in applicable
law or regulations thereunder or interpretations thereof by appropriate
regulatory authorities or any court that would make it a violation of law or governmental
regulations for Company to enter into any transaction contemplated by the
Operative Documents or the Pass Through Trust Agreements.


          (b)
The documents referred to in Section 3.01(c) shall have been duly authorized,
executed and delivered by the respective party or parties thereto (other than
Company), shall be in full force and effect and executed counterparts (or
copies thereof where indicated) thereof shall have been delivered to Company,
and Company shall have received such documents and evidence with respect to
U.S. Bank, each Liquidity Provider, Loan Trustee, Subordination Agent and each
Pass Through Trustee as Company reasonably requests in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein set forth.


7






          (c)
The Indenture (with the Indenture Supplement covering the Aircraft attached)
shall have been duly filed for recordation (or shall be in the process of being
so duly filed for recordation) with the FAA pursuant to the Transportation
Code.


          (d)
On the
Closing Date, the representations and warranties herein of U.S. Bank, Loan
Trustee, Subordination Agent and Pass Through Trustees shall be correct as
though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties shall have been correct on and as of such
earlier date), and, insofar as such representations and warranties concern
U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee, such
party shall have so certified to Company.


          (e)
Company shall have received each opinion referred to in Subsections 3.01(h),
3.01(i) and 3.01(l), each such opinion (other than 3.01(l)) addressed to
Company or accompanied by a letter from the counsel rendering such opinion
authorizing Company to rely on such opinion as if it were addressed to Company,
and the certificates referred to in Subsections 3.01(e)(iv) and 3.01(k).


          (f)
Company shall have received an opinion addressed to it from Shipman &
Goodwin LLP, special counsel for Pass Through Trustees, substantially in the
form set forth in Exhibit F-1 and from Richards, Layton &
Finger, P.A., special counsel for Pass Through Trustees, substantially in
the form set forth in Exhibit F-2.


          (g)
No action or proceeding shall have been instituted nor shall governmental
action be threatened before any court or governmental agency, nor shall any
order, judgment or decree have been issued or proposed to be issued by any
court or governmental agency at the time of the Closing to set aside, restrain,
enjoin or prevent the completion and consummation of this Agreement or the
transactions contemplated hereby.


          (h)
Company shall have received a certificate from U.S. Bank dated the Closing
Date, signed by an authorized officer of U.S. Bank, certifying for each Pass Through Trustee that no Other Party
Liens attributable to it exist and further certifying as to the correctness of
each of the matters stated in Section 5.01.


          (i)
Company shall have been paid by Pass Through
Trustee for each Pass Through
Trust the aggregate original principal amount of the Equipment Notes being
issued to such Pass Through Trust as set forth on Schedule I opposite the name
of such Pass Through Trust.


8









ARTICLE
4


REPRESENTATIONS,
WARRANTIES AND INDEMNITIES OF COMPANY


          
Section 4.01. Representations and Warranties of
Company. Company represents and warrants that:


	
   

  	
   

  
	
   

  	
            (a)
  Company is a corporation duly incorporated and validly existing in good
  standing under the laws of the State of Delaware, is a Certificated Air
  Carrier, is a Citizen of the United States, has the corporate power and
  authority to own its properties or hold them under lease and to enter into
  and perform its obligations under the Operative Documents to which it is a
  party and is duly qualified to do business as a foreign corporation in good
  standing in each other jurisdiction in which the failure to so qualify would
  have a material adverse effect on the consolidated financial condition of
  Company and its subsidiaries, considered as a whole, and its jurisdiction of
  organization (as such term is used in Article 9 of the Uniform Commercial
  Code as in effect in the State of Delaware) is Delaware.

  
	
   

  	
   

  
	
   

  	
            (b)
  The execution, delivery and performance by Company of this Agreement and the
  other Operative Documents to which Company is a party have been duly
  authorized by all necessary corporate action on the part of Company, do not
  require any stockholder approval or approval or consent of any trustee or
  holder of any indebtedness or obligations of Company, except such as have
  been duly obtained and are in full force and effect, and do not contravene
  any law, governmental rule, regulation, judgment or order binding on Company
  or the certificate of incorporation or by-laws of Company or contravene or
  result in a breach of, or constitute a default under, or result in the
  creation of any Lien (other than as permitted under the Indenture) upon the
  property of Company under, any material indenture, mortgage, contract or
  other agreement to which Company is a party or by which it or any of its
  properties may be bound or affected.

  
	
   

  	
   

  
	
   

  	
            (c)
  Neither the execution and delivery by Company of this Agreement and the other
  Operative Documents to which it is a party, nor the consummation by Company
  of any of the transactions contemplated hereby or thereby, requires the
  authorization, consent or approval of, the giving of notice to, the filing or
  registration with or the taking of any other action in respect of, the
  Department of Transportation, the FAA or any other federal or state
  governmental authority or agency, or the International Registry, except for (i)
  the registration of the Exchange Certificates under the Securities Act of
  1933, as amended, and under the securities laws of any state or other
  jurisdiction in which the Pass Through Certificates may be offered for sale
  if the laws of such state or other jurisdiction require such action, (ii)
  the qualification of the Pass Through Trust Agreements under the Trust
  Indenture Act of 1939, as amended, in connection with the 

  



9






	
   

  	
   

  
	
   

  	
  offering of the Exchange Certificates, (iii)
  the orders, permits, waivers, exemptions, authorizations and approvals of the
  regulatory authorities having jurisdiction over Company’s operation of the
  Aircraft required to be obtained on or prior to the Closing Date, which
  orders, permits, waivers, exemptions, authorizations and approvals have been
  duly obtained and are, or on the Closing Date will be, in full force and
  effect, (iv) the filings and registrations referred to in Section
  4.01(e), (v) authorizations, consents, approvals, notices and filings
  required to be obtained, taken, given or made under securities or Blue Sky or
  similar laws of the various states and foreign jurisdictions and (vi)
  consents, approvals, notices, registrations and other actions required to be
  obtained, given, made or taken only after the date hereof.

  
	
   

  	
   

  
	
   

  	
            (d)
  This Agreement and each other Operative Document to which Company is a party
  have been duly executed and delivered by Company and constitute the legal,
  valid and binding obligations of Company enforceable against Company in
  accordance with their terms, except as the same may be limited by bankruptcy,
  insolvency, reorganization, moratorium or other similar laws affecting the
  rights of creditors generally and by general principles of equity and except,
  in the case of the Indenture, as limited by applicable laws that may affect
  the remedies provided in the Indenture.

  
	
   

  	
   

  
	
   

  	
            (e)
  Except for (i) the filing for recordation pursuant to the
  Transportation Code of the Indenture (with the Indenture Supplement covering
  the Aircraft attached), (ii) with respect to the security interests
  created by such documents, the filing of financing statements (and
  continuation statements at periodic intervals) under the Uniform Commercial
  Code of Delaware, and (iii) the registration on the International
  Registry of the International Interests (or Prospective International
  Interests) created under the Indenture (as supplemented by the Indenture
  Supplement covering the Aircraft), no further filing or recording of any
  document is necessary under the laws of the United States or any state
  thereof as of the Closing Date in order to establish and perfect the security
  interest in the Aircraft created under the Indenture in favor of Loan Trustee
  as against Company and any third parties in any applicable jurisdiction in
  the United States.

  
	
   

  	
   

  
	
   

  	
            (f)
  Company is not an investment company or a company controlled by an investment
  company within the meaning of the Investment Company Act of 1940, as amended.

  
	
   

  	
   

  
	
   

  	
            (g)
  As of the Closing Date, (i) Company has good title to the Aircraft,
  free and clear of Liens other than Permitted Liens, (ii) the Aircraft
  has been duly certificated by the FAA as to type and airworthiness in
  accordance with the terms of the Indenture, (iii) the Indenture (with
  the Indenture Supplement covering the Aircraft attached) has been duly filed
  for recordation (or shall be in the process of being so duly filed for
  recordation) with the FAA pursuant to the Transportation

  



10






	
   

  	
   

  
	
   

  	
  Code and (iv) the Aircraft is duly registered
  with the FAA in the name of Company.

  
	
   

  	
   

  
	
   

  	
            (h)
  Company holds all licenses, permits and franchises from the appropriate
  government entities necessary to authorize Company lawfully to engage in air
  transportation and to carry on scheduled commercial passenger service as
  currently conducted, except where the failure to so hold any such license,
  permit or franchise would not have a material adverse effect on the financial
  condition or operations of Company and its consolidated subsidiaries, taken
  as a whole.

  



          Section
4.02. General Indemnity. (a) Claims
Defined. For the purposes of this Section 4.02, “Claims” means any
and all liabilities, obligations, losses, damages, penalties, claims, actions,
suits, costs or expenses of whatsoever kind and nature (whether or not on the
basis of negligence, strict or absolute liability or liability in tort) that
may be imposed on, incurred by, suffered by or asserted against an Indemnitee,
as defined below, and, except as otherwise expressly provided in this Section
4.02, includes all reasonable out-of-pocket costs, disbursements and expenses
(including reasonable out-of-pocket legal fees and expenses) actually incurred
by an Indemnitee in connection therewith or related thereto.


	
   

  	
   

  
	
   

  	
            (b)
  Indemnitee Defined. For the purposes of this Section 4.02, “Indemnitee”
  means (i) U.S. Bank and Loan Trustee, (ii) each separate or
  additional trustee appointed pursuant to Section 8.02 of the Indenture, (iii)
  so long as it holds any Equipment Notes as agent and trustee of any Pass
  Through Trustee, Subordination Agent (iv) so long as it is the holder
  of any Equipment Notes, each Pass Through Trustee, (v) each Liquidity
  Provider, (vi) any Related Noteholder, (vii) the Escrow Agent,
  (viii) the Paying Agent and (ix) each of their respective
  successors and permitted assigns in such capacities, agents, servants,
  officers, employees and directors (the respective agents, servants, officers,
  employees and directors of each of the foregoing Indemnitees, as applicable,
  together with such Indemnitee, being collectively the “Related Indemnitee
  Group” of such Indemnitee); provided that such Persons, to the
  extent they are not signatories to this Agreement, have expressly agreed in
  writing to be bound by the terms of this Section 4.02 prior to, or
  concurrently with, the making of a Claim. If any Indemnitee fails to comply
  with any duty or obligation under this Section 4.02 with respect to any
  Claim, such Indemnitee shall not be entitled to any indemnity
  with respect to such Claim under this Section 4.02 to the extent such failure
  was prejudicial to Company. No holder of a Pass Through Certificate in its
  capacity as such holder shall be an Indemnitee.

  
	
   

  	
   

  
	
   

  	
            (c)
  Claims Indemnified. Subject to the exclusions stated in Subsection
  4.02(d), Company agrees to indemnify, protect, defend and hold harmless on an
  After-Tax Basis each Indemnitee against Claims resulting from or arising out
  of 

  



11






	
   

  	
   

  
	
   

  	
  (a) the Operative Documents or the
  enforcement of any of the terms of the Operative Documents, (b) the
  Aircraft, the Airframe, any Engine or any Part, including, without
  limitation, with respect thereto, (i) the sale, purchase, acceptance,
  non-acceptance or rejection of the Aircraft under the Purchase Agreement or
  the ownership, possession, use, non-use, substitution, airworthiness,
  control, maintenance, repair, operation, registration, re-registration,
  de-registration, delivery, non-delivery, assignment, abandonment, condition,
  sale, lease, sublease, storage, modification, alteration, return, transfer or
  other disposition of the Aircraft, the Airframe, any Engine or any Part
  (including, without limitation, latent or other defects, whether or not
  discoverable, and any claim for patent, trademark or copyright infringement)
  by Company, any Permitted Lessee or any other Person, (ii) tort
  liability, whether or not arising out of the negligence of any Indemnitee
  (whether active, passive or imputed), (iii) death or property damage
  of passengers, shippers or others, and (iv) environmental control,
  noise or pollution, and (c) the initial offer, sale or delivery of any
  Equipment Notes, Pass Through Certificates or any interest therein or
  represented thereby (including, for the avoidance of doubt, the initial
  offer, sale or delivery of the Initial Certificates by the Initial Purchasers
  and of the Exchange Certificates in accordance with the Registration Rights
  Agreement). Without limiting the foregoing and subject to, and without
  duplication of, the provisions of Section 6.01(a), Company agrees to pay the
  reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses
  actually incurred (including, without limitation, reasonable attorney’s fees
  and disbursements actually incurred and, to the extent payable as provided in
  the Indenture, reasonable compensation and expenses of Loan Trustee’s agents
  actually incurred), of Loan Trustee in connection with the transactions
  contemplated hereby.

  
	
   

  	
   

  
	
   

  	
            (d)
  Claims Excluded. The following are excluded from Company’s agreement
  to indemnify an Indemnitee under this Section 4.02:

  






	
   

  	
   

  
	
   

  	
            
  (i) any Claim to the extent such Claim is attributable to acts or events
  occurring after (A) the Lien of the Indenture has been discharged, or
  (B) the transfer of possession of the Aircraft pursuant to Article IV
  of the Indenture except to the extent that such Claim is attributable to acts
  occurring in connection with the exercise of remedies pursuant to Section
  4.02 of the Indenture following the occurrence and continuance of an Event of
  Default;

  
	
   

  	
   

  
	
   

  	
            
  (ii) any Claim to the extent such Claim is, or is attributable to, a Tax,
  except with respect to paying indemnity amounts on an After-Tax Basis;

  




12






	
   

  	
   

  
	
   

  	
            
  (iii) any Claim to the extent such Claim is attributable to the negligence or
  willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee
  Group;

  
	
   

  	
   

  
	
   

  	
            
  (iv) any
  Claim to the extent such Claim is attributable to the noncompliance by such
  Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the
  terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee
  Group contained in, this Agreement, any other Operative Document or any Pass
  Through Document to which such Indemnitee or any of such
  Related Indemnitee Group is a party or any agreement relating hereto or
  thereto;

  
	
   

  	
   

  
	
   

  	
            
  (v) any Claim to the extent such Claim constitutes a Permitted Lien
  attributable to such Indemnitee;

  
	
   

  	
   

  
	
   

  	
            
  (vi) any Claim to the extent such Claim is attributable to the offer, sale,
  assignment, transfer, participation or other disposition (whether voluntary
  or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee
  Group (other than during the occurrence and continuance of an Event of
  Default provided that any such offer, sale, assignment, transfer,
  participation or other disposition during the occurrence and continuation of
  an Event of Default shall not be subject to indemnification unless it is made
  in accordance with the Indenture and applicable law) of any Equipment Note or
  interest therein or Pass Through Certificate, all or any part of such
  Indemnitee’s interest in the Operative Documents or the Pass Through
  Documents or any interest in the Collateral or any similar security;

  
	
   

  	
   

  
	
   

  	
            
  (vii) any Claim to the extent such Claim is attributable to (A) a
  failure on the part of Loan Trustee to distribute in accordance with this
  Agreement or the Indenture any amounts received and distributable by it
  hereunder or thereunder, (B) a failure on the part of Subordination
  Agent to distribute in accordance with the Intercreditor Agreement any
  amounts received and distributable by it thereunder, (C) a failure on
  the part of any Pass Through Trustee to distribute in accordance with the
  Pass Through Trust Agreement to which it is a party any amounts received and
  distributable by it thereunder, (D) a failure on the part of Escrow
  Agent to distribute in accordance with the Escrow Agreement any amounts
  received and distributable by it thereunder, (E) a failure on the part
  of Paying Agent to distribute in accordance with the Escrow Agreement any
  amounts received and distributable by it thereunder and (F) a failure
  on the part of the Depositary to pay funds payable by it in accordance with
  any Deposit Agreement;

  



13






	
   

  	
   

  
	
   

  	
            
  (viii) any Claim to the extent such Claim is attributable to the
  authorization or giving or withholding of any future amendments, supplements,
  waivers or consents with respect to any Operative Document or any Pass
  Through Document, other than such as have been requested by Company or that
  occur as the result of an Event of Default, or such as are expressly required
  or contemplated by the provisions of the Operative Documents or the Pass
  Through Documents;

  
	
   

  	
   

  
	
   

  	
            
  (ix) any Claim to the extent such Claim is payable or borne by (A)
  Company pursuant to any indemnification, compensation or reimbursement
  provision of any other Operative Document or any Pass Through Document or (B)
  a Person other than Company pursuant to any provision of any Operative
  Document or any Pass Through Document;

  
	
   

  	
   

  
	
   

  	
            
  (x) any Claim to the extent such Claim is an ordinary and usual operating or
  overhead expense or not an out-of-pocket expense actually incurred;

  
	
   

  	
   

  
	
   

  	
            
  (xi) any Claim to the extent such Claim is incurred on account of or asserted
  as a result of any “prohibited transaction” within the meaning of Section 406
  of ERISA or Section 4975 of the Code;

  
	
   

  	
   

  
	
   

  	
            
  (xii) any
  Claim to the extent such Claim is attributable to one or more of the other
  aircraft financed through the offering of Pass Through Certificates (in the
  event of doubt, any Claim shall be allocated between the Aircraft and such
  other aircraft in the same proportion that the then outstanding Equipment
  Notes bear to the then outstanding equipment notes issued with
  respect to the other aircraft and held by Pass Through Trustees);

  
	
   

  	
   

  
	
   

  	
            
  (xiii) any Claim to the extent such Claim is attributable to any amount which
  any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed
  by Company;

  
	
   

  	
   

  
	
   

  	
            
  (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as
  a passenger or shipper on any of Company’s aircraft or as a party to a
  marketing or promotional or other commercial agreement with Company unrelated
  to the transactions contemplated by the Operative Documents; and

  
	
   

  	
   

  
	
   

  	
            
  (xv) any Claim to the extent such Claim is attributable to the offer or sale
  by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee
  Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through
  Certificates, or any similar interest, in violation

  



14






	
   

  	
   

  
	
   

  	
  of the Securities Act of 1933, as amended, or other
  applicable federal, state or foreign securities laws (other than any thereof
  caused by acts or omissions of Company of any of its affiliates).

  






	
   

  	
   

  
	
   

  	
            
  (e) Insured Claims. In the case of any Claim indemnified by Company
  hereunder that is covered by a policy of insurance maintained by Company,
  each Indemnitee agrees to cooperate, at Company’s expense, with the insurers
  in the exercise of their rights to investigate, defend and compromise such
  Claim.

  
	
   

  	
   

  
	
   

  	
            
  (f) Claims Procedure. An Indemnitee shall promptly notify Company of
  any Claim as to which indemnification is sought. The failure to provide such
  prompt notice shall not release Company from any of its obligations to
  indemnify hereunder except to the extent that Company is prejudiced by such
  failure or Company’s indemnification obligations are increased as a result of
  such failure (in which event Company shall not be responsible for such
  additional indemnification obligations). Such Indemnitee shall promptly
  submit to Company all additional information in such Indemnitee’s possession
  to substantiate such Claim as Company reasonably requests. Subject to the
  rights of Company’s insurers, Company may, at its sole cost and expense,
  investigate any Claim, and may in its sole discretion defend or compromise
  any Claim. At Company’s expense, any Indemnitee shall cooperate with all
  reasonable requests of Company in connection therewith. Such Indemnitee shall
  not enter into a settlement or other compromise with respect to any Claim
  without the prior written consent of Company, which consent shall not be
  unreasonably withheld or delayed, unless such Indemnitee waives its right to
  be indemnified with respect to such Claim. Where Company or its insurers
  undertake the defense of an Indemnitee with respect to a Claim, no additional
  legal fees or expenses of such Indemnitee in connection with the defense of
  such Claim shall be indemnified hereunder unless such fees or expenses were
  incurred at the written request of Company or such insurers. Subject to the
  requirements of any policy of insurance, an Indemnitee may participate at its
  own expense in any judicial proceeding controlled by Company pursuant to the
  preceding provisions; provided that such party’s participation does
  not, in the opinion of outside counsel appointed by Company or its insurers
  to conduct such proceedings, interfere with such control. Such participation
  shall not constitute a waiver of the indemnification provided in this Section
  4.02. Notwithstanding anything to the contrary contained herein, Company
  shall not under any circumstances be liable for the fees and expenses of more
  than one counsel for all Indemnitees with respect to any one Claim.
  Notwithstanding anything to the contrary contained herein, an Indemnitee
  shall not under any circumstances be required or deemed to be required to
  contest any Claim or to assume responsibility for or control of any judicial
  proceeding with respect thereto. Company will provide the relevant Indemnitee
  with such 

  



15






	
   

  	
   

  
	
   

  	
  information not within the control of such
  Indemnitee, as is in Company’s control or is reasonably available to Company,
  which such Indemnitee may reasonably request and will otherwise cooperate
  with such Indemnitee so as to enable such Indemnitee to fulfill its
  obligations under this Section.

  
	
   

  	
   

  
	
   

  	
            
  (g) Subrogation. To the extent that a Claim is in fact paid in full by
  Company or its insurer, Company or such insurer (as the case may be) shall,
  without any further action, be subrogated to the rights and remedies of the
  Indemnitee on whose behalf such Claim was paid with respect to the
  transaction or event giving rise to such Claim. Such Indemnitee shall give
  such further assurances or agreements and shall cooperate with Company or
  such insurer, as the case may be, to permit Company or such insurer to pursue
  such rights and remedies, if any, to the extent reasonably requested by
  Company. So long as no Event of Default has occurred and is continuing, if an
  Indemnitee receives any payment, in whole or in part, from any party other
  than Company or its insurers with respect to any Claim paid by Company or its
  insurers, it shall promptly pay over to Company the amount received (but not
  an amount in excess of the amount Company or any of its insurers has paid in
  respect of such Claim). Any amount referred to in the preceding sentence that
  is payable to Company shall not be paid to Company, or, if it has been
  previously paid directly to Company, shall not be retained by Company, if at
  the time of such payment an Event of Default has occurred and is continuing,
  but shall be paid to and held by Loan Trustee as security for the obligations
  of Company under the Operative Documents. If Company agrees, such amount
  payable shall be applied against Company’s obligations thereunder when and as
  they become due and payable. At such time as such Event of Default is no
  longer continuing, such amount, to the extent not previously so applied
  against Company’s obligations, shall be paid to the Company.

  
	
   

  	
   

  
	
   

  	
            
  (h) No Guaranty. Nothing set forth in this Section 4.02 constitutes a
  guarantee by Company that the Aircraft at any time will have any particular
  value, useful life or residual value.

  
	
   

  	
   

  
	
   

  	
            (i)
  Payments; Interest. Any amount payable to any Indemnitee on account of
  a Claim shall be paid within 30 days after receipt by Company of a written
  demand therefor from such Indemnitee accompanied by a written statement
  describing in reasonable detail the Claims that are the subject of and basis
  for such indemnity and the computation of the amount payable. Any payments
  made pursuant to this Section 4.02 directly to an Indemnitee or to Company,
  as the case may be, shall be made in immediately available funds at such bank
  or to such account as is specified by the payee in written directions to the
  payor or, if no such directions are given, by check of the payor payable to
  the order of the payee and mailed to the payee by certified mail, return
  receipt requested, postage prepaid to its address referred to in Section
  7.01. To the extent 

  



16






	
   

  	
   

  
	
   

  	
  permitted by applicable law, interest at
  the Past Due Rate shall be paid, on demand, on any amount or indemnity not
  paid when due pursuant to this Section 4.02 until the same is paid. Such
  interest shall be paid in the same manner as the unpaid amount in respect of
  which such interest is due.

  
	
   

  	
   

  
	
   

  	
            (j)
  Tax Deduction or Credit. If, by reason of any
  payment made to or for the account of any Indemnitee by Company, or by reason
  of any Claim of any Indemnitee paid or indemnified against by Company, in
  each case pursuant to Section 4.02, such Indemnitee realizes a Tax deduction
  or credit not previously taken into account in computing such payment, such
  Indemnitee shall promptly pay to Company an amount equal to the sum of (i)
  the actual reduction in Taxes realized by such Indemnitee which is
  attributable to such deduction or credit, and (ii) the actual
  reduction in Taxes realized by such Indemnitee as a result of any payment
  made by such Indemnitee pursuant to this sentence; provided that the
  amount payable by such Indemnitee pursuant to this sentence shall not exceed
  the sum of all amounts previously paid by Company to such Indemnitee pursuant
  to this Section 4.02; provided, further, that any such excess
  shall be carried forward and applied to reduce pro tanto any subsequent
  obligations of Company to make payments to such Indemnitee pursuant to
  Section 4.02. If such Tax deduction or credit is subsequently disallowed or
  lost, upon written notice from the Indemnitee Company shall promptly repay
  all amounts paid to it pursuant to this Section 4.02(j) in respect of such
  disallowed or lost deduction or credit. If, at the time an amount would
  otherwise be payable to Company under this Section 4.02(j), any Event of
  Default shall have occurred and be continuing, such amount shall be held by
  the relevant Indemnitee as security for the obligations of Company under the
  Operative Documents. At such time as no Event of Default is continuing, such
  amount or portion thereof shall be applied to offset the Company’s
  outstanding obligations under the Operative Documents and any remaining
  amount after such application shall be paid to Company.

  



ARTICLE
5


REPRESENTATIONS,
WARRANTIES AND COVENANTS OF U.S. BANK


          Section
5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank,
generally, and each of Loan Trustee, Subordination Agent and Pass Through
Trustee as it relates to it, represents, warrants and covenants that:


	
   

  	
   

  
	
   

  	
            (a)
  U.S. Bank is a national banking association duly organized and validly
  existing in good standing under the laws of the United States, is eligible to
  be Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply
  with Section 8.01(a) of the Indenture and has full power, authority and legal
  right to enter into and perform its obligations under each of the Operative
  Documents and the Pass Through Documents to which U.S. Bank, Loan Trustee, 

  



17






	
   

  	
   

  
	
   

  	
  Subordination Agent or any Pass Through
  Trustee is a party and, in its capacity as Loan Trustee and Pass Through
  Trustee, respectively, to authenticate the Equipment Notes and the Pass
  Through Certificates, respectively. U.S. Bank is qualified to act as Loan
  Trustee under Section 8.01(c) of the Indenture.

  
	
   

  	
   

  
	
   

  	
            
  (b) The execution, delivery and performance by U.S. Bank, individually or in
  its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as
  the case may be, of this Agreement, each of the other Operative Documents and
  each of the Pass Through Documents to which U.S. Bank, Loan Trustee,
  Subordination Agent or any Pass Through Trustee is a party, and the
  authentication of the Equipment Notes and the Pass Through Certificates,
  respectively, to be delivered on the Closing Date, have been duly authorized
  by all necessary action on the part of U.S. Bank, Loan Trustee, Subordination
  Agent and each Pass Through Trustee, as the case may be, and do not violate
  any law or regulation of the United States or of the state of the United
  States in which U.S. Bank is located and which governs the banking and trust
  powers of U.S. Bank or any order, writ, judgment or decree of any court,
  arbitrator or governmental authority applicable to U.S. Bank, Loan Trustee,
  Subordination Agent or any Pass Through Trustee or any of their assets, will
  not violate any provision of the articles of association or by-laws of U.S.
  Bank and will not violate any provision of, or constitute a default under,
  any mortgage, indenture, contract, agreement or undertaking to which any of
  U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through Trustee is a
  party or by which any of them or their respective properties may be bound or
  affected.

  
	
   

  	
   

  
	
   

  	
            
  (c) Neither the execution and delivery by U.S. Bank, individually or in its
  capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the
  case may be, of this Agreement, any other Operative Document or any Pass
  Through Document to which U.S. Bank, Loan Trustee, Subordination Agent or any
  Pass Through Trustee is a party, nor the consummation by U.S. Bank, Loan
  Trustee, Subordination Agent or any Pass Through Trustee of any of the
  transactions contemplated hereby or thereby, requires the authorization,
  consent or approval of, the giving of notice to, the filing or registration
  with, or the taking of any other action in respect of, (i) any
  governmental authority or agency of the United States or the state of the
  United States where U.S. Bank is located and regulating the banking and trust
  powers of U.S. Bank and (ii) any trustee or other holder of any debt
  of U.S. Bank.

  
	
   

  	
   

  
	
   

  	
            
  (d) This Agreement, each other Operative Document and each Pass Through
  Document to which U.S. Bank, Loan Trustee, Subordination Agent or any Pass
  Through Trustee is a party have been duly executed and delivered by U.S.
  Bank, individually and in its capacity as Loan Trustee, Subordination Agent
  or Pass Through Trustee, as the case may be, and constitute the legal, valid
  and binding obligations of U.S. Bank, Loan Trustee, Subordination Agent and
  such 

  



18






	
   

  	
   

  
	
   

  	
  Pass Through Trustee, as the case may be,
  enforceable against it in accordance with its terms, except as the same may
  be limited by bankruptcy, insolvency, reorganization, moratorium or other
  similar laws affecting the rights of creditors generally and by general
  principles of equity.

  
	
   

  	
   

  
	
   

  	
            
  (e) It unconditionally agrees with and for the benefit of the parties to this
  Agreement that it will not directly or indirectly create, incur, assume or
  suffer to exist any Loan Trustee Lien or Other Party Lien attributable to it,
  and it agrees that it will, at its own cost and expense, promptly take such
  action as may be necessary to discharge and satisfy in full any such Lien.

  
	
   

  	
   

  
	
   

  	
            
  (f) The Equipment Notes to be issued to Subordination Agent pursuant hereto
  are being acquired by it to be held under the Intercreditor Agreement.

  
	
   

  	
   

  
	
   

  	
            
  (g) Each of U.S. Bank, Loan Trustee, Subordination Agent and each Pass
  Through Trustee agrees that it will not impose any lifting charge, cable
  charge, remittance charge or any other charge or fee on any transfer by
  Company of funds to, through or by U.S. Bank, Loan Trustee, Subordination
  Agent or such Pass Through Trustee pursuant to this Agreement, any other
  Operative Document or any Pass Through Document, except as may be otherwise
  agreed to in writing by Company.

  
	
   

  	
   

  
	
   

  	
             (h) Each of U.S. Bank, Loan Trustee, Subordination
  Agent and any Pass Through Trustee agrees to be bound by the terms of Section
  10.16 of the Indenture.

  
	
   

  	
   

  
	
   

  	
             (i) There are no Taxes payable by U.S. Bank,
  Loan Trustee, Subordination Agent or any Pass Through Trustee imposed by the
  Commonwealth of Massachusetts, the State of Delaware or any political
  subdivision or taxing authority of either thereof in connection with the
  execution, delivery or performance by U.S. Bank, Loan Trustee, Subordination
  Agent or any Pass Through Trustee of any Operative Document or any Pass
  Through Document (other than franchise or other taxes
  based on or measured by any fees or compensation received by any such Person
  for services rendered in connection with the transactions contemplated by the
  Operative Documents or the Pass Through Documents), and there are no Taxes
  payable by any Pass Through Trustee imposed by the State of Delaware or any
  political subdivision thereof in connection with the acquisition, possession
  or ownership by such Pass Through Trustee of any of the Equipment Notes
  (other than franchise or other taxes based on or measured by any fees or
  compensation received by such Pass Through Trustee for services rendered in
  connection with the transactions contemplated by the Operative Documents or
  the Pass Through Documents), and, assuming that the Pass Through Trusts will
  not be taxable for Federal income tax purposes as 

  



19









	
 

	
 


	
 

	
corporations,
 but, rather, will be characterized for such purposes as grantor trusts or
 partnerships, the Pass Through Trusts will not be subject to any Taxes
 imposed by the State of Delaware or any political subdivision of either
 thereof.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (k)
 There are no pending or, to its knowledge, threatened actions or proceedings
 against U.S. Bank, Loan Trustee, Subordination Agent or any Pass Through
 Trustee before any court or administrative agency which individually or in
 the aggregate, if determined adversely to it, would materially adversely
 affect the ability of U.S. Bank, Loan Trustee, Subordination Agent or any
 Pass Through Trustee to perform its obligations under any Operative Document
 or any Pass Through Document. 


	
 

	
 


	
 

	
          (l)
 The representations and warranties contained in Section 7.15 of each Pass
 Through Trust Agreement are true, complete and correct as of the Closing
 Date. 





ARTICLE 6


OTHER COVENANTS AND AGREEMENTS


          Section
6.01. Other Agreements. (a) Company agrees promptly to pay (without
duplication of any other obligation Company may have to pay such amounts) (1)
the initial and annual fees and (to the extent Loan Trustee is entitled to be
reimbursed for its reasonable expenses) the reasonable expenses of Loan Trustee
in connection with the transactions contemplated hereby and (2) the
following expenses incurred by Loan Trustee, Subordination Agent and Pass
Through Trustees in connection with the negotiation, preparation, execution and
delivery of this Agreement, the other Operative Documents and the other
documents or instruments referred to herein or therein: 


	
 

	
 

	
 


	
 

	
 

	
          (i)
 the reasonable fees, expenses and disbursements of (A) Shipman &
 Goodwin LLP, special counsel for Loan Trustee, Subordination Agent and Pass
 Through Trustees and (B) Daugherty, Fowler, Peregrin, Haught &
 Jenson, a Professional Corporation, special 





20






	
 

	
 

	
 


	
 

	
 

	
FAA counsel
 in Oklahoma City, Oklahoma, in each case to the extent actually incurred; and


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 all reasonable expenses incurred in connection with printing and document
 production or reproduction expenses, and in connection with the filing of
 Uniform Commercial Code financing statements. 








	
 

	
 


	
 

	
          (b)
 Loan Trustee, Noteholders, Subordination Agent and each Pass Through Trustee
 agree to execute and deliver, at Company’s expense, all such documents and
 consents as Company reasonably requests for the purpose of continuing the
 registration of the Aircraft at the FAA in Company’s name or for the purpose
 of registering or maintaining any registration on the International Registry
 in respect of the Aircraft. In addition, each of Loan Trustee, Subordination
 Agent, each Pass Through Trustee and any other Noteholder agrees, for the
 benefit of Company, to cooperate with Company in effecting any foreign
 registration of the Aircraft pursuant to Section 7.02(e) of the Indenture; provided
 that prior to any such change in the country of registry of the Aircraft the
 conditions set forth in Section 7.02(e) of the Indenture are met to the
 reasonable satisfaction of, or waived by, Loan Trustee. 


	
 

	
 


	
 

	
          (c)
 Each of U.S. Bank, Loan Trustee, Subordination Agent, each Pass Through
 Trustee and any other Noteholder agrees that, unless an Event of Default
 shall have occurred and be continuing, it shall not take any action contrary
 to, or otherwise in any way interfere with or disturb (and then only in accordance
 with the Indenture), the quiet enjoyment of the use and possession of the
 Aircraft, the Airframe, any Engine or any Part by Company or any transferee
 of any interest in any thereof permitted under the Indenture. 


	
 

	
 


	
 

	
          (d)
 Each Noteholder, including, without limitation, Subordination Agent and each
 Pass Through Trustee, unconditionally agrees with and for the benefit of the
 parties to this Agreement that it will not directly or indirectly create,
 incur, assume or suffer to exist any Noteholder Liens, and such Noteholder
 agrees that it will, at its own cost and expense, promptly take such action
 as may be necessary to discharge and satisfy in full any such Noteholder
 Lien; and each Noteholder hereby agrees to indemnify, protect, defend and hold
 harmless each Indemnitee and Company against Claims in any way resulting from
 or arising out of a breach by it of its obligations under this Section
 6.01(d). 


	
 

	
 


	
 

	
          (e)
 By its acceptance of its Equipment Notes, each Noteholder (i)
 unconditionally agrees for the benefit of Company and Loan Trustee to be
 bound by and to perform and comply with all of the terms of such Equipment
 Notes, the Indenture and this Agreement applicable to such Noteholder and (ii)
 agrees that it will not transfer any Equipment Note (or any part thereof) to
 any entity unless (A) 





21






	
 

	
 


	
 

	
such
 transfer complies with the Federal Securities Act of 1933, as amended, and
 any other applicable federal, state or foreign securities or similar laws,
 and (B) such entity makes (or is deemed to have made) a representation
 and warranty as of the date of transfer that either no part of the funds to
 be used by it for the purchase and holding of such Equipment Note (or any
 part thereof) constitutes assets of any “employee benefit plan” or that such
 purchase and holding will not result in a non-exempt prohibited transaction
 under Section 4975 of the Code and Section 406 of ERISA. 


	
 

	
 


	
 

	
          (f)
Each of Company, Loan Trustee, each Pass Through Trustee and Subordination
Agent covenants that (i) until one year and one day after the Series A
Equipment Notes have been paid in full, it shall not acquiesce, petition or
otherwise invoke or cause or join in invoking or causing the Class A Pass
Through Trust or any other Person to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case (whether
voluntary or not) against the Class A Pass Through Trust under any
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Class A Pass Through Trust or any substantial part of its property or
ordering the winding-up or liquidation of the affairs of the Class A Pass
Through Trust, (ii) until one year and one day after the Series B
Equipment Notes have been paid in full, it shall not acquiesce, petition or
otherwise invoke or cause or join in invoking or causing the Class B Pass
Through Trust or any other Person to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case (whether
voluntary or not) against the Class B Pass Through Trust under any
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Class B Pass Through Trust or any substantial part of its property or
ordering the winding-up or liquidation of the affairs of the Class B Pass
Through Trust, (iii) until one year and one day after the Series C
Equipment Notes have been paid in full, it shall not acquiesce, petition or
otherwise invoke or cause or join in invoking or causing the Class C Pass
Through Trust or any other Person to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case (whether
voluntary or not) against the Class C Pass Through Trust under any
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Class C Pass Through Trust or any substantial part of its property or
ordering the winding-up or liquidation of the affairs of the Class C Pass
Through Trust, and (iv) with respect to any Additional Series Equipment
Notes, until one year and one day after such Additional Series Equipment
Notes have been paid in full, it shall not acquiesce, petition or otherwise
invoke or cause or join in invoking or causing the Additional Series Pass
Through Trust or any other Person to invoke the process of any governmental
authority for the purpose of commencing or sustaining a case  





22






	
 

	
 


	
 

	
(whether
 voluntary or not) against such Additional Series Pass Through Trust under any
 bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
 assignee, trustee, custodian, sequestrator or other similar official of such
 Additional Series Pass Through Trust or any substantial part of its property
 or ordering the winding-up or liquidation of the affairs of such Additional
 Series Pass Through Trust. 





          Section
6.02. Certain Covenants of Company. Company covenants and agrees with
Loan Trustee as follows: 


	
 

	
 


	
 

	
          (a) On and
 after the Closing, Company will cause to be done, executed, acknowledged and
 delivered such further acts, conveyances and assurances as Loan Trustee
 reasonably requests for accomplishing the purposes of this Agreement and the
 other Operative Documents; provided that any instrument or other
 document so executed by Company will not expand any obligations or limit any
 rights of Company in respect of the transactions contemplated by the
 Operative Documents. 


	
 

	
 


	
 

	
          (b)
 Company, at its expense, will cause the Indenture (with the Indenture
 Supplement covering the Aircraft attached) to be promptly filed and recorded,
 or filed for recording, with the FAA to the extent permitted under the
 Transportation Code and the rules and regulations of the FAA thereunder. In
 addition, on or prior to the Closing Date, Company will cause the
 registration of the International Interests (or Prospective International
 Interests) created under the Indenture (as supplemented by the Indenture
 Supplement with respect to the Aircraft) to be effected on the International
 Registry in accordance with the Cape Town Treaty, and shall, as and to the
 extent applicable, consent to such registration upon the issuance of a
 request for such consent by the International Registry.


	
 

	
 


	
 

	
          (c)
 Company, at its expense, will take, or cause to be taken, such action with
 respect to the recording, filing, re-recording and refiling of the Indenture
 and any financing statements or other instruments as are necessary to
 maintain, so long as the Indenture is in effect, the perfection of the
 security interests created by the Indenture or will furnish Loan Trustee
 timely notice of the necessity of such action, together with such
 instruments, in execution form, and such other information as may be required
 to enable Loan Trustee to take such action. In addition, Company will pay any
 and all recording, stamp and other similar taxes payable in the United
 States, and in any other jurisdiction where the Aircraft is registered, in
 connection with the execution, delivery, recording, filing, re-recording and
 refiling of the Indenture or any such financing statements or other
 instruments. Company will notify Loan Trustee of any change in its
 jurisdiction of organization (as such term is used in Article 9 of the
 Uniform Commercial Code as in effect in the State of Delaware) promptly after
 making





23






	
 

	
 


	
 

	
such change
 or in any event within the period of time necessary under applicable law to
 prevent the lapse of perfection (absent refiling) of financing statements
 filed under the Operative Documents. 


	
 

	
 


	
 

	
          (d)
 Company shall at all times maintain its corporate existence except as
 permitted by Subsection 6.02(e). 


	
 

	
 


	
 

	
          (e)
 Company shall not consolidate with or merge into any other Person or convey,
 transfer or lease substantially all of its assets as an entirety to any
 Person, unless: 








	
 

	
 

	
 


	
 

	
 

	
          (i)
 the successor or transferee entity shall, if and to the extent required under
 Section 1110 in order that Loan Trustee continues to be entitled to any
 benefits of Section 1110 with respect to the Aircraft, be a Citizen of the
 United States and a Certificated Air Carrier and shall execute and deliver to
 Loan Trustee an agreement containing the express assumption by such successor
 or transferee entity of the due and punctual performance and observance of
 each covenant and condition of the Operative Documents to which Company is a
 party to be performed or observed by Company; 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 if the Aircraft is, at the time, registered with the FAA or such Person is
 located in a “Contracting State” (as such term is used in the Cape Town
 Treaty), such Person makes such filings and recordings with the FAA pursuant
 to the Act and registration under the Cape Town Treaty, or if the Aircraft
 is, at the time, not registered with the FAA, such Person makes such filings
 and recordings with the applicable aviation authority, as are necessary to
 evidence such consolidation, merger, conveyance, transfer or lease; 


	
 

	
 

	
 


	
 

	
 

	
          (iii)
 immediately after giving effect to such transaction, no Event of Default
 shall have occurred and be continuing; and 


	
 

	
 

	
 


	
 

	
 

	
          (iv)
 Company shall deliver to Loan Trustee a certificate signed by a Responsible
 Officer of Company, and an opinion of counsel (which may be the general
 counsel, a deputy general counsel or an associate general counsel to
 Company), each stating that such consolidation, merger, conveyance, transfer
 or lease and the assumption agreement mentioned in clause (i) above comply
 with this Subsection 6.02(e) and that all conditions precedent herein
 relating to such transaction have been complied with (except that such
 opinion need not cover the matters referred to in clause (iii) above and may
 rely, as to factual matters, on a certificate of an officer of Company) and,
 in the case of such opinion, that such assumption agreement has been duly
 authorized, executed and 





24






	
 

	
 


	
 

	
delivered by
 such successor Person and is enforceable against such successor Person in
 accordance with its terms, except as the same may be limited by bankruptcy,
 insolvency, reorganization, moratorium or other similar laws affecting the
 rights of creditors generally and by general principles of equity. 








	
 

	
 


	
 

	
          Upon
 any consolidation or merger, or any conveyance, transfer or lease of
 substantially all of the assets of Company as an entirety in accordance with
 this Subsection 6.02(e), the successor Person formed by such consolidation or
 into which Company is merged or to which such conveyance, transfer or lease
 is made shall succeed to, and be substituted for, and may exercise every
 right and power of, Company under this Agreement and the other Operative
 Documents with the same effect as if such successor Person had been named as
 Company herein. 


	
 

	
 


	
 

	
          (f)
 Company shall remain a Certificated Air Carrier for as long as and to the
 extent required under Section 1110 in order that Loan Trustee shall be
 entitled to any of the benefits of Section 1110 with respect to the Aircraft.
 


	
 

	
 


	
 

	
          (g)
 Promptly after the occurrence of a Triggering Event or an Indenture Event of
 Default resulting from the failure of the Company to make payments on any
 Equipment Note and on every Regular Distribution Date while the Triggering
 Event or such Indenture Event of Default shall be continuing, the Company
 will, at the Subordination Agent’s request from time to time but in any event
 no more frequently than once every three months, provide to the Subordination
 Agent a statement setting forth the following information with respect to the
 Aircraft if then subject to the lien of the Indenture: (A) whether the
 Aircraft is currently in service or parked in storage, (B) the
 maintenance status of the Aircraft, and (C) the location of the
 Engines. As used in this Section 6.02(g), the terms “Triggering Event”,
 “Indenture Event of Default” and “Regular Distribution Date” shall have the
 respective meanings set forth in the Intercreditor Agreement. 





ARTICLE 7


MISCELLANEOUS


          Section
7.01. Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices required or permitted under the terms and provisions
of this Agreement shall be in English and in writing, and any such notice may
be given by United States mail, courier service or facsimile, and any such
notice shall be effective when delivered (or, if mailed, three Business Days
after deposit, postage prepaid, in the first class United States mail, and if
delivered by facsimile, upon completion of 


25






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
 Company, addressed to:


	
 

	
 


	
 

	
 

	
 

	
Delta Air
 Lines, Inc.


	
 

	
 

	
 

	
1030 Delta
 Boulevard


	
 

	
 

	
 

	
Atlanta,
 Georgia 30354


	
 

	
 

	
 

	
Attention:
 Treasurer, Dept. 856


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Telephone:
 (404) 715-6583


	
 

	
 

	
 

	
Facsimile:
 (404) 773-7345


	
 

	
 

	
 


	
 

	
 

	
with a copy
 to the General Counsel at the same address, but Dept. 971


	
 

	
 

	
 


	
 

	
 

	
 

	
Telephone: (404)
 715-7820


	
 

	
 

	
 

	
Facsimile:
 (404) 715-7882


	
 

	
 

	
 

	
 


	
 

	
if to any
 Pass Through Trustee, addressed to:





26






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
U.S. Bank
 Trust National Association


	
 

	
 

	
 

	
300 Delaware
 Avenue, 9th Floor


	
 

	
 

	
 

	
Mail Code
 EX-DE-WDAW


	
 

	
 

	
 

	
Wilmington,
 Delaware 19801


	
 

	
 

	
 

	
Attention: Corporate
 Trust Services


	
 

	
 

	
 

	
Ref.: Delta
 2007-1 EETC


	
 

	
 

	
 

	
Telephone:
 (302) 576-3703


	
 

	
 

	
 

	
Facsimile:
 (302) 576-3717


	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy
 to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
U.S. Bank
 Trust National Association


	
 

	
 

	
 

	
One Federal
 Street


	
 

	
 

	
 

	
EX-MA-FED, 3rd Floor


	
 

	
 

	
 

	
Boston,
 Massachusetts 02110


	
 

	
 

	
 

	
Attention:
 Corporate Trust Services


	
 

	
 

	
 

	
Ref.: Delta
 2007-1 EETC


	
 

	
 

	
 

	
Telephone:
 (617) 603-6553


	
 

	
 

	
 

	
Facsimile:
 (617) 603-6683


	
 

	
 

	
 

	
 


	
 

	
if to U.S.
 Bank, Loan Trustee or Subordination Agent, addressed 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


	
 

	
 

	
 

	
Facsimile:
 (617) 603-6683





or
if to any subsequent Noteholder, addressed to such Noteholder at its address
set forth in the Equipment Note Register maintained pursuant to Section 2.07 of
the Indenture. 


          Any
party, by notice to the other parties hereto, may designate 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 7.01. 


          Section
7.02. Survival of Representations, Warranties, Indemnities, Covenants and
Agreements. Except as otherwise provided herein, the representations,
warranties, indemnities, covenants and agreements of Company, U.S. Bank, Loan
Trustee, Subordination Agent, each Pass Through Trustee and Noteholders herein,
and each of their obligations hereunder, shall survive the making of the loans,
the transfer of any 


27






interest by
any Noteholder of its Equipment Note and the expiration or termination (to the
extent arising out of acts or events occurring prior to such expiration) of any
Operative Documents. 


          Section
7.03. Governing Law. THIS
AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND 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
7.04. 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
7.05. No Oral Modifications or Continuing Waivers; Consents. Subject to
Section 9.03 of the Indenture, 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 party against which the enforcement of the change,
waiver, discharge or termination is sought. No such change, waiver, discharge
or termination shall be effective unless a signed copy thereof is delivered to
Loan Trustee. Each Pass Through Trustee and, by its acceptance of an Equipment
Note, each subsequent Noteholder covenants and agrees that it shall not
unreasonably withhold its consent to any consent of Loan Trustee requested by
Company under the Indenture. 


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


          Section 7.07. Successors
and Assigns. All covenants, agreements, representations and warranties in
this Agreement by Company, by U.S. Bank, individually or as Loan Trustee,
Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind
and inure to the benefit of and be enforceable by Company, and subject to the
terms of Section 6.02(e), its successors and permitted assigns, each Pass
Through Trustee and any successor or other trustee under the Pass Through Trust
Agreement to which it is a party, Subordination Agent and its successor under
the Intercreditor Agreement and Loan Trustee and its successor under the
Indenture, whether so expressed or not. 


          Section
7.08. Benefits of Agreement. Subject to the next sentence, nothing in
this Agreement, express or implied, gives to any Person, other than the parties
hereto and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim


28






under this
Agreement, except as expressly provided herein. Company agrees and acknowledges
that each Liquidity Provider, and each separate or additional trustee appointed
pursuant to Section 8.02 of the Indenture shall be third party beneficiaries of
the covenants and agreements of Company with respect to the indemnities
contained in Section 4.02 and may rely on the covenants and agreements of
Company with respect to such indemnities to the same extent as if the covenants
and agreements of Company with respect to such indemnities were made to each
Liquidity Provider directly. 


          Section
7.09. Counterparts. This Agreement may be executed in any number of
counterparts. Each of the parties hereto 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 shall together
constitute one instrument. 


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


          Section
7.11. Further Assurances. Each party hereto shall execute, acknowledge
and deliver or shall cause to be executed, acknowledged and delivered, all such
further agreements, instruments, certificates or documents, and shall do and
cause to be done such further acts and things, including, without limitation,
making or consenting to registrations (or discharges thereof, as appropriate)
with respect to the Indenture on the International Registry and appointing
Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation,
as its “professional user entity” (as defined in the Cape Town Treaty) to make
or consent to any registrations on the International Registry with respect to
the Airframe or any Engine, in any case, as any other party hereto shall reasonably
request in connection with the administration of, or to carry out more
effectively the purposes of, or to better assure and confirm into such other
party the rights and benefits to be provided under this Agreement, the other
Operative Documents and the Pass Through Documents. 


29






          IN
WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the date first above written. 


	
 

	
 

	
 

	
 


	
 

	
DELTA AIR LINES,
 INC.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL


	
 

	
ASSOCIATION,
 as Pass Through Trustee


	
 

	
under each
 of the Pass Through Trust


	
 

	
Agreements


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL


	
 

	
ASSOCIATION,
 as Subordination Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL

	
 


	
 

	
ASSOCIATION,
 as Loan Trustee

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





Signature Page






	
 

	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL


	
 

	
ASSOCIATION,
 in its individual capacity


	
 

	
as set forth
 herein


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





2






SCHEDULE I to

PARTICIPATION AGREEMENT 


EQUIPMENT NOTES,

PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Purchaser  

	 	
Description of

Equipment

Notes  

	 	
Maturity  

	 	
Interest

Rate3  

	 	
Original Principal

Amount4  


	 
	 	 
	 	 
	 	 
	 	 

	
 


	
Delta Air
 Lines

	 	
Series
 2007-1A-

	 	
August 10,

	 	
6.821%

	 	
 


	
Pass Through

	 	
[___]5

	 	
2022

	 	
 

	 	
 


	
Trust 2007-1A

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
Delta Air
 Lines

	 	
Series
 2007-1B-

	 	
August 10,

	 	
8.021%

	 	
 


	
Pass Through

	 	
[___]6

	 	
2022

	 	
 

	 	
 


	
Trust 2007-1B

	 	
 

	 	
 

	 	
 

	 	
 


	
 

	 	
 

	 	
 

	 	
 

	 	
 


	
Delta Air
 Lines

	 	
Series
 2007-1C-

	 	
August 10,

	 	
8.954%

	 	
 


	
Pass Through

	 	
[___]7

	 	
2014

	 	
 

	 	
 


	
Trust 2007-1C

	 	
 

	 	
 

	 	
 

	 	
 


	
 


	 
	 	 
	 	
 

	 	
 

	 	
 


	
 








	
 

	
 


	
3

	
N.B., the rate per annum
 specified under the column “Interest Rate” may be increased or decreased from
 time to time for such period(s), and in such amount(s) and circumstances as
 provided in Section 2(e) of the Registration Rights Agreement. 


	
 

	
 


	
4

	
For each Series, to insert
 the amount set forth for such Series in the line captioned “Total” in the
 column relating to the relevant aircraft in Appendix III to the Offering
 Memorandum, dated the Issuance Date, relating to Delta Pass Through
 Certificates, Series 2007-1. 


	
 

	
 


	
5

	
To insert numbers 001-036
 depending on the applicable aircraft.  


	
 

	
 


	
6

	
To insert numbers 001-036
 depending on the applicable aircraft.


	
 

	
 


	
7

	
To insert numbers 001-036
 depending on the applicable aircraft.










SCHEDULE II to

PARTICIPATION AGREEMENT 


TRUST SUPPLEMENTS


          Trust
Supplement No. 2007-1A, dated as of the Issuance Date, between Company and Pass
Through Trustee in respect of Delta Air Lines Pass Through Trust 2007-1A. 


          Trust
Supplement No. 2007-1B, dated as of the Issuance Date, between Company and Pass
Through Trustee in respect of Delta Air Lines Pass Through Trust 2007-1B. 


          Trust
Supplement No. 2007-1C, dated as of the Issuance Date, between Company and Pass
Through Trustee in respect of Delta Air Lines Pass Through Trust 2007-1C.







Annex A to

Participation Agreement and

Indenture and Security Agreement

([REG. NO.])


DEFINITIONS

([REG. NO.])


          “Additional
Insureds” has the meaning specified in Section 7.06(a) of the Indenture.


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


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


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


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


          “Additional
Series Pass Through Trustee” means U.S. Bank Trust National Association, in
its capacity as trustee under an Additional Series Pass Through Trust Agreement
or any successor trustee thereto.


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


          
“Affiliate” means with respect to any Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person. For the purposes of this definition, “control” (including “controlled
by” and “under common control with”) shall mean the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person whether through the ownership of voting securities or by contract
or otherwise. In no event shall U.S. Bank be deemed to be an Affiliate of Loan
Trustee or vice versa.






          “After-Tax
Basis” means that indemnity and compensation payments required to be made
on such basis will be supplemented by the Person paying the base amount by that
amount which, when added to such base amount, and after deduction of all
Federal, state, local and foreign Taxes required to be paid by or on behalf of
the payee with respect of the receipt or realization of the base amount and any
such supplemental amounts, and after consideration of any current tax savings
of such payee resulting by way of any deduction, credit or other tax benefit
actually and currently realized that is attributable to such base amount or
Tax, shall net such payee the full amount of such base amount.


          “Agreement”
and “Participation Agreement” mean that certain Participation Agreement
([REG. NO.]), dated as of the Closing Date, among Company, U.S. Bank, Pass
Through Trustee under each Pass Through Trust Agreement, Subordination Agent
and Loan Trustee, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.


          “Aircraft”
means the Airframe (or any Replacement Airframe substituted therefor pursuant
to Section 7.05 of the Indenture) together with the two Engines described in
the Indenture Supplement originally executed and delivered under the Indenture
(or any Replacement Engine that may from time to time be substituted for any of
such Engines pursuant to Section 7.04 or Section 7.05 of the Indenture),
whether or not any of such initial or substituted Engines is from time to time
installed on such Airframe or installed on any other airframe or on any other
aircraft. The term “Aircraft” includes any Replacement Aircraft.


          “Aircraft
Protocol” means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific
to Aircraft Equipment, adopted on November 16, 2001, at a diplomatic conference
in Cape Town, South Africa, and all amendments, supplements, and revisions
thereto (and from and after the effective date of the Cape Town Treaty in the
relevant country, means when referring to the Aircraft Protocol with respect to
that country, the Aircraft Protocol as in effect in such country, unless
otherwise indicated).


          “Airframe”
means (a) the Boeing [Model] (generic model [Generic Model]) aircraft
(except (i) the Engines or engines from time to time installed thereon
and any and all Parts related to such Engine or engines and (ii)
Excluded Equipment) specified on Annex A to the Indenture Supplement originally
executed and delivered under the Indenture and (b) any and all related
Parts. The term “Airframe” includes any Replacement Airframe that is
substituted for the Airframe pursuant to Section 7.05 of the Indenture. At such
time as any Replacement Airframe is so substituted and the Airframe for which
such substitution is made is released from the Lien of the Indenture, such
replaced Airframe shall cease to be an Airframe under the Indenture.






          “Bankruptcy
Code” means the United States Bankruptcy Code, 11 United States Code §§101
et seq., as amended, or any successor statutes thereto.


          “Basic
Pass Through Trust Agreement” means that certain Pass Through Trust
Agreement, dated as of November 16, 2000, between Company and U.S. Bank (as
successor in interest to State Street Bank and Trust Company of Connecticut,
National Association), as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms (but does not include
any Trust Supplement).


          “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 the city and state in which Loan Trustee maintains its Corporate
Trust Office or receives and disburses funds.


          “Cape
Town Convention” means the official English language text of the Convention
on International Interests in Mobile Equipment, adopted on November 16, 2001,
at a diplomatic conference in Cape Town, South Africa, and all amendments,
supplements, and revisions thereto (and from and after the effective date of
the Cape Town Treaty in the relevant country, means when referring to the Cape
Town Convention with respect to that country, the Cape Town Convention as in
effect in such country, unless otherwise indicated).


          “Cape
Town Treaty” means, collectively, the official English language text of (a)
the Convention on International Interests in Mobile Equipment, and (b)
the Protocol to the Convention on International Interests in Mobile Equipment
on Matters Specific to Aircraft Equipment, in each case adopted on November 16,
2001, at a diplomatic conference in Cape Town, South Africa, and from and after
the effective date of the Cape Town Treaty in the relevant country, means when
referring to the Cape Town Treaty with respect to that country, the Cape Town
Treaty as in effect in such country, unless otherwise indicated, and (c)
all rules and regulations adopted pursuant thereto and, in the case of each of
the foregoing described in clauses (a) through (c), all amendments,
supplements, and revisions thereto.


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


          “Citizen
of the United States” has the meaning specified for such term in Section
40102(a)(15) of Title 49 of the United States Code or any similar legislation
of the United States enacted in substitution or replacement therefor.








          “Claim”
has the meaning specified in Section 4.02(a) of the Participation Agreement.


          “Class
A Liquidity Facility” means the Revolving Credit Agreement with respect to
the Class A Pass Through Trust between the Subordination Agent, as borrower,
and Class A Liquidity Provider, dated as of the Issuance Date, and any
replacement thereof, in each case as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.


          “Class
A Liquidity Provider” means Landesbank Hessen-Thüringen Girozentrale, a public law banking
institution organized under the laws of Germany, as liquidity provider
under the Class A Liquidity Facility, or any liquidity provider under a
replacement liquidity facility for the Class A Pass Through Trust.


          “Class
A Pass Through Trust” means the Delta Air Lines Pass Through Trust 2007-1A
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by
Trust Supplement No. 2007-1A, dated as of the Issuance Date, between Company
and U.S. Bank, as Class A Trustee.


          “Class
A Trustee” means the trustee for the Class A Pass Through Trust.


          “Class
B Liquidity Facility” means the Revolving Credit Agreement with respect to
the Class B Pass Through Trust between the Subordination Agent, as borrower,
and Class B Liquidity Provider, dated as of the Issuance Date, and any
replacement thereof, in each case as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.


          “Class
B Liquidity Provider” means Landesbank Hessen-Thüringen Girozentrale, a public law banking
institution organized under the laws of Germany, as liquidity provider
under the Class B Liquidity Facility, or any liquidity provider under a
replacement liquidity facility for the Class B Pass Through Trust.


          “Class
B Pass Through Trust” means the Delta Air Lines Pass Through Trust 2007-1B
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by
Trust Supplement No. 2007-1B, dated as of the Issuance Date, between Company
and U.S. Bank, as Class B Trustee.


          “Class
B Trustee” means the trustee for the Class B Pass Through Trust.


          “Class
C Pass Through Trust” means the Delta Air Lines Pass Through Trust 2007-1C
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by
Trust Supplement No. 2007-1C, dated as of the Issuance Date, between Company
and U.S. Bank, as Class C Trustee.






          “Class
C Trustee” means the trustee for the Class C Pass Through Trust.


          “Closing”
has the meaning specified in Section 2.03 of the Participation Agreement.


          “Closing
Date” means the date of the closing of the transaction contemplated by the
Operative Documents.


          “Code”
means the Internal Revenue Code of 1986, as amended.


          “Collateral”
has the meaning specified in the granting clause of the Indenture.


          “Company”
means Delta Air Lines, Inc., and its successors and permitted assigns.


          “Compulsory
Acquisition” means requisition of title or other compulsory acquisition,
capture, seizure, deprivation, confiscation or detention for any reason of the
Aircraft by any government that results in the loss of title or use of the
Aircraft by Company (or any Permitted Lessee) for a period in excess of 180
consecutive days, but shall exclude requisition for use or hire not involving
requisition of title.


          “Confidential
Information” has the meaning specified in Section 10.16 of the Indenture.


          “Controlling
Party” has the meaning specified in Section 2.06 of the Intercreditor
Agreement.


          “Corporate
Trust Office” means the Corporate Trust Division of Loan Trustee located at
Loan Trustee’s address for notices under the Participation Agreement, or such
other office at which Loan Trustee’s corporate trust business is administered
that Loan Trustee specifies by notice to Company.


          “CRAF
Program” means the Civil Reserve Air Fleet Program authorized under 10
U.S.C. Section 9511 et seq. or any similar or substitute program under the laws
of the United States.


          “Debt
Rate” means, with respect to (i) any Series of Equipment Notes, the
rate per annum specified for the applicable Series under the heading “Interest
Rate” in Schedule I to the Indenture (as amended, in the case of any Additional
Series, at the time of original issuance of such Additional Series) and, in the
case of Series A, Series B and Series C, as such rate per annum may be
increased or decreased from time to time for such period(s), and in such
amount(s) and circumstances, as provided in Section 2(e) of the Registration
Rights Agreement, and (ii) any other purpose, with respect to any
period, the weighted average interest rate per annum during such period borne
by the outstanding Equipment Notes, excluding any interest payable at the Past
Due Rate.






          “Defaulted
Operative Indenture” means any Operative Indenture (the terms “Event of
Default”, “Equipment Notes” and “Payment Default” used in this definition have
the meanings specified therefor in such Operative Indenture) with respect to
which (i) a Payment Default has occurred and is continuing or an Event
of Default described in Section 4.01(a) of such Operative Indenture has
occurred and is continuing or (ii) an Event of Default other than an
Event of Default described in Section 4.01(a) of such Operative Indenture has
occurred and is continuing and, in any such case, either (x) the
Equipment Notes issued thereunder have been accelerated and such acceleration
has not been rescinded and annulled in accordance therewith or (y) the
loan trustee under such Operative Indenture has given Company a notice of its
intention to exercise one or more of the remedies specified in Section 4.02(a)
of such Operative Indenture; provided that in the event of a bankruptcy
proceeding under the Bankruptcy Code under which Company is a debtor, if and so
long as the trustee or the debtor agrees to perform and performs all
obligations of Company under such Operative Indenture and the Equipment Notes
issued thereunder in accordance with Section 1110(a)(2) of the Bankruptcy Code
and cures defaults under such Operative Indentures and Equipment Notes to the
extent required by Section 1110(a)(2) of the Bankruptcy Code, such Operative
Indenture shall not be a Defaulted Operative Indenture.


          “Department
of Transportation” means the United States Department of Transportation and
any agency or instrumentality of the United States government succeeding to its
functions.


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


          “Deposit
Agreement” means, subject to Section 4(a)(vi) of the Note Purchase
Agreement, each of the three Deposit Agreements, dated as of the Issuance Date,
between the Escrow Agent and the Depositary, which relate to the Class A, Class
B or Class C Pass Through Trust, respectively; provided that, for
purposes of any obligation of Company, no amendment, modification or supplement
to, or substitution or replacement of, any such Deposit Agreement shall be
effective unless consented to by Company.


          “Direction”
has the meaning specified in Section 2.16 of the Indenture.


          “Dollars”
and “$” mean the lawful currency of the United States.


          “Eligible
Account” means an account established by and with an Eligible Institution
at the request of Loan Trustee, which institution agrees, for all purposes of
the UCC including Article 8 thereof, that (a) such account shall be a
“securities account” (as defined in Section 8-501(a) of the NY UCC), (b)
all property (other than cash) credited to such account shall be treated as a
“financial asset” (as defined in Section 8-102(a)(9) of the NY UCC), (c)
Loan Trustee shall be the “entitlement holder” (as defined in Section 8-






102(a)(7) of
the NY UCC) in respect of such account, (d) it will comply with all
entitlement orders issued by Loan Trustee to the exclusion of Company, and (e)
the “securities intermediary jurisdiction” (under Section 8-110(e) of the NY
UCC) shall be the State of New York.


          “Eligible
Institution” means the corporate trust department of (a) U.S. Bank,
acting solely in its capacity as a “securities intermediary” (as defined in
Section 8-102(a)(14) of the UCC), or (b) a depository institution
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any U.S. branch of a foreign
bank), which has a long-term unsecured debt rating from Moody’s and Standard
& Poor’s of at least A-3 or its equivalent.


          “Engine”
means (a) each of the two [Engine Model] engines (generic model [Generic
Model]), listed by manufacturer’s serial number on Annex A to the Indenture
Supplement originally executed and delivered under the Indenture, whether or
not from time to time installed on the Airframe or installed on any other
airframe or on any other aircraft and (b) any Replacement Engine
substituted for an Engine pursuant to Section 7.04 or 7.05 of the Indenture;
together in each case with any and all related Parts but excluding Excluded
Equipment. At such time as a Replacement Engine is so substituted and the
Engine for which substitution is made is released from the Lien of the
Indenture, such replaced Engine shall cease to be an Engine under the Indenture.


          “Equipment
Note” means and includes any equipment notes issued under the Indenture in
the form specified in Section 2.01 thereof (as such form may be varied pursuant
to the terms of the Indenture) and any Equipment Note issued in exchange therefor
or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.


          “Equipment
Note Register” has the meaning specified in Section 2.07 of the Indenture.


          “Equipment
Note Registrar” has the meaning specified in Section 2.07 of the Indenture.


          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated and rulings issued thereunder. Section
references to ERISA are to ERISA as in effect at the date of the Participation
Agreement and any subsequent provisions of ERISA amendatory thereof,
supplemental thereto or substituted therefor.


          “Escrow
Agent” means U.S. Bank National Association, a national banking
association, as escrow agent under each Escrow Agreement, or any successor
agent thereto.






          “Escrow
Agreement” means each of the three Escrow and Paying Agent Agreements,
among Escrow Agent, Paying Agent, certain initial purchasers of the Pass
Through Certificates named therein and one of the Pass Through Trustees, dated
as of the Issuance Date, which relate to the Class A Pass Through Trust,
the Class B Pass Through Trust or the Class C Pass Through Trust; provided
that, for purposes of any obligation of Company, no amendment, modification or
supplement to, or substitution or replacement of, any such Escrow Agreement
shall be effective unless consented to by Company.


          “Event
of Default” has the meaning specified in Section 4.01 of the Indenture.


          “Event
of Loss” means, with respect to the Aircraft, Airframe or any Engine, any
of the following events with respect to such property:


          (a)
the loss of such property or of the use thereof due to destruction, damage
beyond repair or rendition of such property permanently unfit for normal use
for any reason whatsoever;


          (b)
any damage to such property which results in an insurance settlement with
respect to such property on the basis of a total loss, a compromised total loss
or a constructive total loss;


          (c)
the theft, hijacking or disappearance of such property for a period in excess
of 180 consecutive days;


          (d)
the requisition for use or hire of such property by any government (other than
a requisition for use or hire by a Government or the government of the country
of registry of the Aircraft) that results in the loss of possession of such
property by Company (or any Permitted Lessee) for a period in excess of 12
consecutive months;


          (e)
the operation or location of the Aircraft, while under requisition for use by
any government, in any area excluded from coverage by any insurance policy in
effect with respect to the Aircraft required by the terms of Section 7.06 of
the Indenture, unless Company shall have obtained indemnity or insurance in
lieu thereof from such government;


          (f)
any Compulsory Acquisition;


          (g)
as a result of any law, rule, regulation, order or other action by the FAA or
other government of the country of registry, the use of the Aircraft or
Airframe in the normal business of air transportation is prohibited by virtue
of a condition affecting all aircraft of the same type for a period of 18
consecutive months, unless Company is diligently carrying forward all steps
that are necessary or desirable to permit the normal use of the Aircraft or
Airframe or, in any event, if such use is prohibited for a period of three
consecutive years; and






          (h)
with respect to an Engine only, any divestiture of title to or interest in an
Engine or any event with respect to an Engine that is deemed to be an Event of
Loss with respect to such Engine pursuant to Section 7.02(a)(vii) of the
Indenture.


          An
Event of Loss with respect to the Aircraft shall be deemed to have occurred if
an Event of Loss occurs with respect to the Airframe unless Company elects to
substitute a Replacement Airframe pursuant to Section 7.05(a)(i) of the
Indenture.


          
“Exchange Certificate” with respect to any Pass Through Certificate, has
the meaning specified in the Pass Through Trust Agreement for the Pass Through
Trust under which such Pass Through Certificate was issued.


          “Excluded
Equipment” means (i) defibrillators, enhanced emergency medical kits
and other medical equipment, (ii) airphones and other components or
systems installed on or affixed to the Airframe that are used to provide
individual telecommunications or electronic entertainment to passengers aboard
the Aircraft, (iii) galley carts, beverage carts, waste containers,
liquor kits, food tray carriers, ice containers, oven inserts, galley inserts,
and other branded passenger convenience or service items, (iv) any
items, equipment or systems leased by Company or any Permitted Lessee (other
than items, equipment, or systems that are leased from Company pursuant to the
applicable Lease) or owned by Company or any Permitted Lessee subject to a
conditional sales agreement or a security interest (other than the security
interest granted under the Indenture), and (v) cargo containers.


          “FAA”
means the United States Federal Aviation Administration and any agency or
instrumentality of the United States government succeeding to its functions.


          “FAA
Bill of Sale” means the bill of sale for the Aircraft on AC Form 8050-2
executed by Manufacturer or an affiliate of Manufacturer in favor of Company
and recorded with the FAA.


          “Federal
Funds 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
such day (or, if such day is not a Business Day, for the next 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 U.S. Bank from three Federal
funds brokers of recognized standing selected by it.


          “Final
Maturity Date” means August 10, 2022, or if such date is not a Business
Day, the Final Maturity Date shall be the next succeeding Business Day.


          “Fitch”
means Fitch Ratings, Inc.






          “Government”
means the government of any of Canada, France, Germany, Japan, The Netherlands,
Sweden, Switzerland, the United Kingdom or the United States and any
instrumentality or agency thereof.


          “Indemnitee”
has the meaning specified in Section 4.02(b) of the Participation Agreement.


          “Indenture”
means that certain Indenture and Security Agreement ([REG. NO.]), dated as of
the Closing Date, between Company and Loan Trustee, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms, including supplementation by an Indenture Supplement pursuant to the
Indenture.


          “Indenture
Indemnitee” means (i) Loan Trustee, (ii) U.S. Bank, (iii)
each separate or successor or additional trustee appointed pursuant to Section
8.02 of the Indenture, (iv) so long as it holds any Equipment Notes or
Related Equipment Notes as agent and trustee of any Pass Through Trustee,
Subordination Agent, (v) each Liquidity Provider, (vi) so long as
it is the holder of any Equipment Notes or Related Equipment Notes, each Pass
Through Trustee, (vii) the Paying Agent, (viii) the Escrow Agent,
and (ix) any of their respective successors and permitted assigns in
such capacities, directors, officers, employees agents and servants.


          “Indenture
Supplement” means a supplement to the Indenture, substantially in the form
of Exhibit A to the Indenture, which particularly describes the Aircraft, and
any Replacement Airframe and or Replacement Engine, included in the property
subject to the Lien of the Indenture.


          “Initial
Certificate” with respect to any Pass Through Certificate, has the meaning
specified in the Pass Through Trust Agreement for the Pass Through Trust under
which such Pass Through Certificate was issued.


          “Initial
Purchaser” means each of the initial purchasers listed as such in the Pass
Through Purchase Agreement.


          “Insurance
Threshold” is the amount set forth as the Insurance Threshold in Exhibit C
to the Indenture.


          “Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among Pass Through Trustees, Liquidity Providers and
Subordination Agent, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided that (i)
for purposes of any obligations of Company, no amendment, modification or
supplement to, or substitution or replacement of, such Intercreditor Agreement
shall be effective unless consented to by Company and (ii) no amendment,
modification or supplement to, or substitution or replacement of, such
Intercreditor Agreement occurring after the date on which an Equipment Note
ceases to 






be held of
record by the Subordination Agent shall be effective as against any Noteholder
of such Equipment Note in relation to clauses (ii) and (iii) of the penultimate
sentence of Section 2.07 of the Indenture unless such amendment, modification,
supplement, substitution or replacement has been consented to by such
Noteholder (after which the same shall be effective against any subsequent
Noteholders of such Equipment Note).


          “International
Interest” has the meaning ascribed to the defined term “international
interest” under the Cape Town Treaty.


          “International
Registry” means the international registry established pursuant to the Cape
Town Treaty.


          “Interests”
has the meaning specified in Section 7.06(a) of the Indenture.


          “Issuance
Date” means October 11, 2007.


          “Lease”
means any lease permitted by the terms of Section 7.02(a) of the Indenture.


          “Lien”
means any mortgage, pledge, lien, encumbrance, lease, sublease, sub-sublease or
security interest.


          “Liquidity
Facilities” means, collectively, the Class A Liquidity Facility and the
Class B Liquidity Facility; provided that, for purposes of any
obligation of Company, no amendment, modification or supplement to, or
substitution or replacement of, any such Liquidity Facility shall be effective
unless consented to by Company.


          “Liquidity
Providers” means, collectively, Class A Liquidity Provider and Class B
Liquidity Provider.


          “Loan
Amount” has the meaning specified in Section 7.06(c) of the Indenture.


          “Loan
Trustee” has the meaning specified in the introductory paragraph of the
Indenture.


          “Loan
Trustee Liens” means any Lien attributable to U.S. Bank or Loan Trustee
with respect to the Aircraft, any interest therein or any other portion of the
Collateral arising as a result of (i) claims against U.S. Bank or Loan
Trustee not related to its interest in the Aircraft or the administration of
the Collateral pursuant to the Indenture, (ii) acts of U.S. Bank or Loan
Trustee not permitted by, or the failure of U.S. Bank or Loan Trustee to take
any action required by, the Operative Documents or the Pass Through Documents,
(iii) claims against U.S. Bank or Loan Trustee relating to Taxes or
Claims that are excluded from the indemnification provided by Section 4.02 of
the Participation Agreement pursuant to said Section 4.02 or (iv) claims
against U.S. Bank or Loan Trustee arising out of the transfer by any such party
of all or any portion of its







interest in the Aircraft, the Collateral, the
Operative Documents or the Pass Through Documents, except while an Event of
Default is continuing and prior to the time that Loan Trustee has received all
amounts due to it pursuant to the Indenture.


          “Loss
Payment Date” has the meaning specified in Section 7.05(a) of the
Indenture.


          “Majority
in Interest of Noteholders” means, as of a particular date of determination
and subject to Section 2.16 of the Indenture, the holders of at least a majority
in aggregate unpaid principal amount of all Equipment Notes outstanding as of
such date (excluding any Equipment Notes held by Company or any affiliate
thereof, it being understood that a Pass Through Trustee shall be considered an
affiliate of Company as long as more than 50% in the aggregate face amount of
Pass Through Certificates issued by the corresponding Pass Through Trust are
held by Company or an affiliate of Company or a Pass Through Trustee is
otherwise under the control of Company or such affiliate of Company (unless all
Equipment Notes then outstanding are held by Company or any affiliate thereof,
including Pass Through Trustees which are considered affiliates of Company
pursuant hereto) ); provided that for the purposes of directing any action
or casting any vote or giving any consent, waiver or instruction hereunder, any
Noteholder of an Equipment Note or Equipment Notes may allocate, in such
Noteholder’s sole discretion, any fractional portion of the principal amount of
such Equipment Note or Equipment Notes in favor of or in opposition to any such
action, vote, consent, waiver or instruction.


          “Make
–Whole Amount” means, with respect to any Equipment Note, the amount (as
determined by an independent investment banker selected by Company (and,
following the occurrence and during the continuance of an Event of Default,
reasonably acceptable to Loan Trustee)), if any, by which (i) the
present value of the remaining scheduled payments of principal and interest
from the redemption date to maturity of such Equipment Note computed by
discounting each such payment on a semiannual basis from its respective Payment
Date (assuming a 360-day year of twelve 30 day months) using a discount rate
equal to the Treasury Yield plus the Make-Whole Spread exceeds (ii) the
outstanding principal amount of such Equipment Note plus accrued but unpaid
interest thereon. For purposes of determining the Make-Whole Amount, “Treasury
Yield” means, at the date of determination, the interest rate (expressed as
a semiannual equivalent and as a decimal and, in the case of United States
Treasury bills, converted to a bond equivalent yield) determined to be the per
annum rate equal to the semiannual yield to maturity for United States Treasury
securities maturing on the Average Life Date and trading in the public
securities market either as determined by interpolation between the most recent
weekly average yield to maturity for two series of United States Treasury
securities, trading in the public securities markets, (A) one maturing
as close as possible to, but earlier than, the Average Life Date and (B)
the other maturing as close as possible to, but later than, the Average Life
Date, in each case as published in the most recent 






H.15(519) or, if a weekly average yield to maturity
for United States Treasury securities maturing on the Average Life Date is
reported on the most recent H.15(519), such weekly average yield to maturity as
published in such H.15(519). “H.15(519)” means the weekly statistical
release designated as such, or any successor publication, published by the
Board of Governors of the Federal Reserve System. The date of determination of
a Make-Whole Amount shall be the third Business Day prior to the applicable
redemption date and the “most recent H.15(519)” means the H.15(519)
published prior to the close of business on the third Business Day prior to the
applicable redemption date. “Average Life Date” means, for each
Equipment Note to be redeemed, the date which follows the redemption date by a
period equal to the Remaining Weighted Average Life at the redemption date of
such Equipment Note. “Remaining Weighted Average Life” of an Equipment
Note, at the redemption date of such Equipment Note, means the number of days
equal to the quotient obtained by dividing: (i) the sum of the products
obtained by multiplying (A) the amount of each then remaining
installment of principal, including the payment due on the maturity date of
such Equipment Note, by (B) the number of days from and including the
redemption date to but excluding the scheduled Payment Date of such principal
installment by (ii) the then unpaid principal amount of such Equipment
Note.


          “Make-Whole
Spread” means (i) in the case of Series A Equipment Notes, 0.40%, (ii) in
the case of Series B Equipment Notes, 0.55%, (iii) in the case of Series C
Equipment Notes, 0.75%, and (iv) in the case of any Additional Series, the
percentage specified in Schedule I to the Indenture (as amended at the time of
original issuance of such Additional Series) as the “Make-Whole Spread” for
such Additional Series.


          “Manufacturer”
means The Boeing Company, a Delaware corporation, and its successors and
assigns.


          “Manufacturer’s
Consent” means the Manufacturer’s Consent and Agreement to Assignment of
Warranties, dated as of the Closing Date, substantially in the form of Exhibit
D to the Participation Agreement.


          “Minimum
Insurance Amount” has the meaning specified in Section 7.06(a) of the
Indenture.


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


          “Noteholder”
means any Person in whose name an Equipment Note is registered on the Equipment
Note Register (including, for so long as it is the registered holder of any
Equipment Notes, Subordination Agent on behalf of Pass Through Trustees
pursuant to the provisions of the Intercreditor Agreement).


          “Noteholder
Liens” means any Lien attributable to any Noteholder on or against the
Aircraft, any interest therein or any other portion of the Collateral, arising
out of any 






claim against such Noteholder that is not related to
the Operative Documents or Pass Through Documents, or out of any act or
omission of such Noteholder that is not related to the transactions
contemplated by, or that constitutes a breach by such Noteholder of its
obligations under, the Operative Documents or the Pass Through Documents.


          “Note
Purchase Agreement” means the Note Purchase Agreement, dated as of the
Issuance Date, among Company, Subordination Agent, Escrow Agent, Paying Agent
and Pass Through Trustee under each Pass Through Trust Agreement providing for,
among other things, the issuance and sale of certain equipment notes.


          “NY
UCC” means UCC as in effect in the State of New York.


          “Operative
Documents” means, collectively, the Participation Agreement, the Indenture,
each Indenture Supplement, the Manufacturer’s Consent and the Equipment Notes.


          “Operative
Indentures” means each of the indentures under which equipment notes have
been issued and purchased by the Pass Through Trustees pursuant to the Note
Purchase Agreement (whether before or after the date of the Indenture).


          “Other
Party Liens” means any Lien attributable to Pass Through Trustee (other
than in its capacity as Noteholder), Subordination Agent (other than in its
capacity as Noteholder) or any Liquidity Provider on or against the Aircraft,
any interest therein, or any other portion of the Collateral arising out of any
claim against such party that is not related to the Operative Documents or Pass
Through Documents, or out of any act or omission of such party that is not
related to the transactions contemplated by, or that constitutes a breach by
such party of its obligations under, the Operative Documents or the Pass
Through Documents.


          “Participation
Agreement” has the meaning set forth under the definition of “Agreement”.


          “Parts”
means any and all appliances, parts, instruments, appurtenances, accessories,
furnishings and other equipment of whatever nature (other than (a)
complete Engines or engines and (b) Excluded Equipment), so long as the
same are incorporated or installed in or attached to the Airframe or any Engine
or so long as the same are subject to the Lien of the Indenture in accordance
with the terms of Section 7.04 thereof after removal from the Airframe or any
Engine.


          “Pass
Through Certificates” means the pass through certificates issued by Pass
Through Trustees (and any other pass through certificates for which such pass
through certificates may be exchanged).






          “Pass
Through Documents” means the Pass Through Trust Agreements, the Note
Purchase Agreement, the
Escrow Agreements, the Deposit Agreements, the Intercreditor Agreement
and the Liquidity Facilities.


          “Pass
Through Purchase Agreement” means that certain Purchase Agreement, dated as
of October 4, 2007, among Company and the initial purchasers named therein.


          “Pass
Through Trust” means each of the three separate grantor trusts created
pursuant to the Pass Through Trust Agreements to facilitate certain of the
transactions contemplated by the Operative Documents.


          “Pass
Through Trust Agreement” means each of the three separate Trust Supplements
together in each case with the Basic Pass Through Trust Agreement, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.


          “Pass
Through Trustee” has the meaning specified in the introductory paragraph to
the Participation Agreement.


          “Pass
Through Trustees” means, collectively, Pass Through Trustees under each
Pass Through Trust Agreement.


          “Past
Due Rate” means the lesser of (a) with respect to (i) any
payment made to a Noteholder under any Series of Equipment Notes, the Debt Rate
then applicable to such Series plus 1% and (ii) any other payment made
under any Operative Document to any other Person, the Debt Rate plus 1%
(computed on the basis of a year of 360 days comprised of twelve 30-day months)
and (b) the maximum rate permitted by applicable law.


          “Paying
Agent” means U.S. Bank Trust National Association, a national banking
association, as paying agent under each Escrow Agreement, and any successor
agent thereto.


          “Payment
Date” means, for any Equipment Note, each February 10 and August 10,
commencing with February 10, 2008.


          “Payment
Default” means the occurrence of an event that would give rise to an Event
of Default under Section 4.01(a) of the Indenture upon the giving of notice or
the passing of time or both.


          “Permitted
Investments” means each of (a) direct obligations of the United
States and agencies thereof; (b) obligations fully guaranteed by the
United States; (c) certificates of deposit issued by, or bankers’
acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated or doing business under the laws 






of the United States or one of the states thereof
having combined capital and surplus and retained earnings of at least
$100,000,000 and having a rating of A, its equivalent or better by Moody’s or
S&P (or, if neither such organization then rates such institutions, by any
nationally recognized rating organization in the United States); (d)
commercial paper of any holding company of a bank, trust company or national
banking association described in clause (c); (e) commercial paper of
companies having a rating assigned to such commercial paper by either Moody’s
or S&P (or, if neither such organization then rates such commercial paper,
by any nationally recognized rating organization in the United States) equal to
either of the two highest ratings assigned by such organization; (f)
Dollar-denominated certificates of deposit issued by, or time deposits with,
the European subsidiaries of (i) any bank, trust company or national
banking association described in clause (c), or (ii) any other bank or
financial institution described in clause (g), (h) or (j) below; (g)
United States-issued Yankee certificates of deposit issued by, or bankers’
acceptances of, or commercial paper issued by, any bank having combined capital
and surplus and retained earnings of at least $100,000,000 and headquartered in
Canada, Japan, the United Kingdom, France, Germany, Switzerland or The
Netherlands and having a rating of A, its equivalent or better by Moody’s or
S&P (or, if neither such organization then rates such institutions, by any
nationally recognized rating organization in the United States); (h)
Dollar-denominated time deposits with any Canadian bank having a combined
capital and surplus and retained earnings of at least $100,000,000 and having a
rating of A, its equivalent or better by Moody’s or S&P (or, if neither
such organization then rates such institutions, by any nationally recognized
rating organization in the United States); (i) Canadian Treasury Bills
fully hedged to Dollars; (j) repurchase agreements with any financial
institution having combined capital and surplus and retained earnings of at
least $100,000,000 collateralized by transfer of possession of any of the
obligations described in clauses (a) through (i) above; (k) bonds, notes
or other obligations of any state of the United States, or any political
subdivision of any state, or any agencies or other instrumentalities of any
such state, including, but not limited to, industrial development bonds,
pollution control revenue bonds, public power bonds, housing bonds, other
revenue bonds or any general obligation bonds, that, at the time of their
purchase, such obligations are rated A, its equivalent or better by Moody’s or
S&P (or, if neither such organization then rates such obligations, by any
nationally recognized rating organization in the United States); (1)
bonds or other debt instruments of any company, if such bonds or other debt
instruments, at the time of their purchase, are rated A, its equivalent or
better by Moody’s or S&P (or, if neither such organization then rates such
obligations, by any nationally recognized rating organization in the United
States); (m) mortgage backed securities (i) guaranteed by the
Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation or the Government National Mortgage Association or rated AAA, its
equivalent or better by Moody’s or S&P (or, if neither such organization
then rates such obligations, by any nationally recognized rating organization
in the United States) or, if unrated, deemed to be of a comparable quality by
Loan Trustee and (ii) having an average life not to exceed 15 years as
determined by standard industry pricing practices presently in effect; (n)
asset-backed securities rated A, 






its equivalent or better by Moody’s or S&P (or, if
neither such organization then rates such obligations, by any nationally
recognized rating organization in the United States) or, if unrated, deemed to
be of a comparable quality by Loan Trustee; and (o) such other
investments approved in writing by Loan Trustee; provided that, except in
clause (m), the instruments described in the foregoing clauses shall have a
maturity of no more than six months from the date of acquisition thereof. The
bank acting as Pass Through Trustee or Loan Trustee is hereby authorized, in
making or disposing of any investment described herein, to deal with itself (in
its individual capacity) or with any one or more of its affiliates, whether it
or such affiliate is acting as an agent of Pass Through Trustee or Loan Trustee
or for any third person or dealing as principal for its own account.


          “Permitted
Lessee” means any Person to whom Company is permitted to lease the Airframe
or any Engine pursuant to Section 7.02(a) of the Indenture.


          “Permitted
Lien” has the meaning specified in Section 7.01 of the Indenture.


          “Person”
means any person, including any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, trustee,
unincorporated organization or government or any agency or political
subdivision thereof.


          “Prospective
International Interest” has the meaning ascribed to the defined term
“prospective international interest” under the Cape Town Treaty.


          [“Purchase
Agreement” means Purchase Agreement No. 2022, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL,
dated as of October 21, 1997, between Manufacturer and Company, as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms.]8


          [“Purchase
Agreement” means Purchase Agreement No. 2024, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL,
dated as of October 21, 1997, between Manufacturer and Company, as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms.]9


          [“Purchase
Agreement” means Purchase Agreement No. 2026, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL,
dated as of October 21, 1997, between Manufacturer and 


	
 

	
 


	 
	








	
 

	
 


	
8

	
To be inserted for N371DA, N3749D, N3750D, N3751B,
 N3752, N3753, N3754A, N3755D, N3756, N3757D, and N3758Y.


	
 

	
 


	
9

	
To be inserted for N174DZ, N175DZ, N176DZ, and
 N177DZ










Company, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.]10


          [“Purchase
Agreement” means Purchase Agreement No. 2025, dated as of October 21, 1997,
which incorporates by reference the Aircraft General Terms Agreement AGTA-DAL,
dated as of October 21, 1997, between Manufacturer and Company, as the same may
be amended, supplemented or otherwise modified from time to time in accordance
with its terms.]11


          “Rating
Agencies” has the meaning specified in the Intercreditor Agreement.


          “Registration
Rights Agreement” means that certain Registration Rights Agreement among
Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit
Suisse Securities (USA) LLC, dated as of October 11, 2007, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with its terms.


          “Related
Additional Series Equipment Note” means, with respect to any particular
series of Additional Series Equipment Notes and as of any date, an “Additional
Series Equipment Note”, as defined in each Related Indenture, having the same
designation (i.e., “Series D”,
“Series E” or the like) as such series of Additional Series Equipment Notes,
but only if as of such date it is held by the “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in such Related Indenture.


          “Related
Equipment Note” means, as of any date, an “Equipment Note” as defined in
each Related Indenture, but only if as of such date it is held by the
“Subordination Agent” under the “Intercreditor Agreement”, as such terms are
defined in such Related Indenture. 


          “Related
Indemnitee Group” has the meaning specified in Section 4.02(b) of the
Participation Agreement.


          “Related
Indenture” means each Operative Indenture (other than the Indenture).


          “Related
Indenture Bankruptcy Default” means any “Event of Default” under Section
4.01(f), (g), (h) or (i) of any Related Indenture, determined without giving
effect to any applicable grace period.


	
 

	
 


	 
	






	
 

	
 


	
10

	
To be inserted for N860DA, N861DA, N862DA, N863DA,
 N864DA, N865DA, and N866DA.


	
 

	
 


	
11

	
To be inserted for N825MH, N826MH, N827MH, N834MH,
 N835MH, N836MH, N837MH, N838MH, N839MH, N840MH, N841MH, N842MH, N843MH, and
 N844MH.










          “Related
Indenture Event of Default” means any “Event of Default” under any Related
Indenture.


          “Related
Indenture Indemnitee” means (i) each Related Noteholder and (ii)
each Related Non-Subordination Agent Noteholder.


          “Related
Loan Trustee” means the “Loan Trustee” as defined in each Related
Indenture.


          “Related
Make-Whole Amount” means the “Make-Whole Amount”, as defined in each
Related Indenture.


          “Related
Non-Subordination Agent Equipment Note” means, as of any date, any Related
Series A Equipment Note, Related Series B Equipment Note or Related Series C
Equipment Note, but only, in each case, if as of such date it is not held by
the “Subordination Agent” under the “Intercreditor Agreement”, as such terms
are defined in the applicable Related Indenture.


          “Related
Non-Subordination Agent Noteholder” means a registered holder of a Related
Non-Subordination Agent Equipment Note.


          “Related
Non-Subordination Agent Series A Equipment Note” means, as of any date, any
Related Series A Equipment Note, but only, in each case, if as of such date it
is not held by the “Subordination Agent” under the “Intercreditor Agreement”,
as such terms are defined in the applicable Related Indenture.


          “Related
Non-Subordination Agent Series B Equipment Note” means, as of any date, any
Related Series B Equipment Note, but only, in each case, if as of such date it
is not held by the “Subordination Agent” under the “Intercreditor Agreement”,
as such terms are defined in the applicable Related Indenture.


          “Related
Non-Subordination Agent Series C Equipment Note” means, as of any date, any
Related Series C Equipment Note, but only, in each case, if as of such date it
is not held by the “Subordination Agent” under the “Intercreditor Agreement”,
as such terms are defined in the applicable Related Indenture.


          “Related
Non-Subordination Agent Additional Series Equipment Note” means, as of any
date, any Related Additional Series Equipment Note, but only, in each case, if
as of such date it is not held by the “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in the applicable Related
Indenture.


          “Related
Noteholder” means a registered holder of a Related Equipment Note.


          “Related
Secured Obligations” means, as of any date, the outstanding principal
amount of the Related Equipment Notes and the Related Non-Subordination Agent 






Equipment Notes issued under each Related Indenture,
the accrued and unpaid interest (including post-petition interest) due thereon
in accordance with such Related Indenture as of such date, Related Make-Whole
Amount, if any, with respect thereto in accordance with such Related Indenture
as of such date, and any other amounts payable as of such date under the
“Operative Documents” (as defined in each Related Indenture).


          “Related
Series A Equipment Note” means, as of any date, a “Series A Equipment
Note”, as defined in each Related Indenture, but only if as of such date it is
held by the “Subordination Agent” under the “Intercreditor Agreement”, as such
terms are defined in such Related Indenture.


          “Related
Series B Equipment Note” means, as of any date, a “Series B Equipment
Note”, as defined in each Related Indenture, but only if as of such date it is
held by the “Subordination Agent” under the “Intercreditor Agreement”, as such
terms are defined in such Related Indenture.


          “Related
Series C Equipment Note” means, as of any date, a “Series C Equipment
Note”, as defined in each Related Indenture, but only if as of such date it is
held by the “Subordination Agent” under the “Intercreditor Agreement”, as such
terms are defined in such Related Indenture.


          “Replacement
Aircraft” means the Aircraft of which a Replacement Airframe is part.


          “Replacement
Airframe” means a Boeing [Model] aircraft or a comparable or improved model
of Manufacturer (except (a) Engines or engines from time to time
installed thereon and any and all Parts related to such Engine or engines and (b)
Excluded Equipment), that shall have been made subject to the Lien of the
Indenture pursuant to Section 7.05 thereof, together with all Parts relating to
such aircraft.


          “Replacement
Engine” means [Engine Model] engine (or an engine of the same or another
manufacturer of a comparable or an improved model and suitable for installation
and use on the Airframe with the other Engine (or any other Replacement Engine
being substituted simultaneously therewith)) that is made subject to the Lien
of the Indenture pursuant to Section 7.04 or Section 7.05 thereof, together
with all Parts relating to such engine.


          “Responsible
Officer” means, with respect to Company, its Chairman of the Board, its
President, its Chief Operating Officer, any Executive Vice President, any
Senior Vice President, the Chief Financial Officer, any Vice President, the
Treasurer, the Controller or the Secretary.


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






          “Section
1110” means Section 1110 of the Bankruptcy Code.


          “Secured
Obligations” has the meaning specified in Section 2.06 of the Indenture.


          “Securities
Account” has the meaning specified in Section 3.07 of the Indenture.


          “Securities
Act” means the Securities Act of 1933, as amended.


          “Securities
Intermediary” has the meaning specified in Section 3.07 of the Indenture.


          “Senior
Holder” has the meaning specified in Section 2.13(c) of the Indenture.


          “Series”
means any series of Equipment Notes, including the Series A Equipment Notes,
the Series B Equipment Notes, the Series C Equipment Notes, or any Additional
Series Equipment Notes.


          “Series
A” or “Series A Equipment Notes” means Equipment Notes issued and
designated as “Series A Equipment Notes” under the Indenture, in the original
principal amount and maturities as specified in Schedule I to the Indenture
under the heading “Series A Equipment Notes” and bearing interest at the Debt
Rate for Series A Equipment Notes specified in Schedule I to the Indenture.


          “Series
B” or “Series B Equipment Notes” means Equipment Notes issued and
designated as “Series B Equipment Notes” under the Indenture, in the original
principal amount and maturities as specified in Schedule I to the Indenture
under the heading “Series B Equipment Notes” and bearing interest at the Debt
Rate for Series B Equipment Notes specified in Schedule I to the Indenture.


          “Series
C” or “Series C Equipment Notes” means Equipment Notes issued and
designated as “Series C Equipment Notes” under the Indenture, in the original
principal amount and maturities as specified in Schedule I to the Indenture
under the heading “Series C Equipment Notes” and bearing interest at the Debt
Rate for Series C Equipment Notes specified in Schedule I to the Indenture.


          “Subordination
Agent” has the meaning specified in the introductory paragraph of the
Participation Agreement.


          “Tax”
and “Taxes” mean all governmental fees (including, without limitation.
license, filing and registration fees) and all taxes (including, without
limitation, franchise, excise, stamp, value added, income, gross receipts,
sales, use and property taxes), withholdings, assessments, levies, imposts,
duties or charges, of any nature whatsoever, together with any related
penalties, fines, additions to tax or interest thereon imposed, withheld,
levied or assessed by any country, taxing authority or governmental subdivision
thereof or therein or by any international authority, including any taxes
imposed on any 






Person as a result of such Person being required to
collect and pay over withholding taxes.


          “Transportation
Code” means that portion of Title 49 of the United States Code comprising
those provisions formerly referred to as the Federal Aviation Act of 1958, as
amended, or any subsequent legislation that amends, supplements or supersedes
such provisions.


          “Trust
Supplements” means those agreements supplemental to the Basic Pass Through
Trust Agreement referred to in Schedule II to the Participation Agreement.


          “UCC”
means the Uniform Commercial Code as in effect in any applicable jurisdiction.


          “United
States” means the United States of America.


          “U.S.
Bank” has the meaning specified in the introductory paragraph of the
Participation Agreement.


          “Warranty
Bill of Sale” means the warranty (as to title) bill of sale covering the
Aircraft executed by Manufacturer or an affiliate of Manufacturer in favor of
Company and specifically referring to each Engine, as well as the Airframe,
constituting a part of the Aircraft.


          “Warranty
Rights” means all right and interest of Company in, to and under Parts 1,
2, 3, 4 and 6 of the Product Assurance Document attached as Exhibit C to the Aircraft
General Terms Agreement AGTA-DAL, dated as of October 21, 1997, but only to the
extent the same relate to continuing rights of Company in respect of any
warranty or indemnity, express or implied, pursuant to the Product Assurance
Document with respect to the Airframe, it being understood that the Warranty
Rights exclude any and all other right, title and interest of Company in, to
and under the Purchase Agreement and that the Warranty Rights are subject to
the terms of the Manufacturer’s Consent.