EXHIBIT 4.10 


EXECUTION COPY 


	
 


	 





ESCROW AND PAYING AGENT AGREEMENT

(Class A)


Dated as of October 11, 2007


among


U.S. BANK NATIONAL ASSOCIATION


as Escrow Agent


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED


CREDIT SUISSE SECURITIES (USA) LLC


BARCLAYS CAPITAL INC.


CALYON SECURITIES (USA) INC.


GOLDMAN, SACHS & CO.


and


UBS SECURITIES LLC


as Initial Purchasers


U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity,

but solely as Pass Through Trustee

for and on behalf of

Delta Air Lines Pass Through Trust 2007-1A


as Pass Through Trustee


and


U.S. BANK TRUST NATIONAL ASSOCIATION


as Paying Agent


	
 


	 











TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 


	
SECTION 1.

	
 

	
Escrow Agent.

	
 

	
2


	
 

	
 

	
 

	
 

	
 


	
Section 1.01.

	
 

	
Appointment
 of Escrow Agent

	
 

	
2


	
Section 1.02.

	
 

	
Instruction;
 Etc

	
 

	
3


	
Section 1.03.

	
 

	
Initial
 Escrow Amount; Issuance of Escrow Receipts

	
 

	
4


	
Section 1.04.

	
 

	
Payments to
 Receiptholders

	
 

	
5


	
Section 1.05.

	
 

	
Mutilated,
 Destroyed, Lost or Stolen Escrow Receipt

	
 

	
5


	
Section 1.06.

	
 

	
Additional
 Escrow Amounts

	
 

	
6


	
Section 1.07.

	
 

	
Resignation
 or Removal of Escrow Agent

	
 

	
6


	
Section 1.08.

	
 

	
Persons
 Deemed Owners

	
 

	
6


	
Section 1.09.

	
 

	
Further
 Assurances

	
 

	
7


	
 

	
 

	
 

	
 

	
 


	
SECTION 2.

	
 

	
Paying Agent.

	
 

	
7


	
 

	
 

	
 

	
 

	
 


	
Section 2.01.

	
 

	
Appointment
 of Paying Agent

	
 

	
7


	
Section 2.02.

	
 

	
Establishment
 of Paying Agent Account

	
 

	
7


	
Section 2.03.

	
 

	
Payments
 from Paying Agent Account

	
 

	
7


	
Section 2.04.

	
 

	
Withholding
 Taxes

	
 

	
8


	
Section 2.05.

	
 

	
Resignation
 or Removal of Paying Agent

	
 

	
9


	
Section 2.06.

	
 

	
Notice of
 Final Withdrawal

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
SECTION 3.

	
 

	
Payments

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
SECTION 4.

	
 

	
Other
 Actions

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
SECTION 5.

	
 

	
Representations
 and Warranties of the Escrow Agent

	
 

	
10


	
 

	
 

	
 

	
 

	
 


	
SECTION 6.

	
 

	
Representations
 and Warranties of the Paying Agent

	
 

	
11


	
 

	
 

	
 

	
 

	
 


	
SECTION 7.

	
 

	
Indemnification

	
 

	
13


	
 

	
 

	
 

	
 

	
 


	
SECTION 8.

	
 

	
Amendment,
 Etc

	
 

	
13


	
 

	
 

	
 

	
 

	
 


	
SECTION 9.

	
 

	
Notices

	
 

	
13


	
 

	
 

	
 

	
 

	
 


	
SECTION 10.

	
 

	
Transfer

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
SECTION 11.

	
 

	
Entire
 Agreement

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
SECTION 12.

	
 

	
Governing
 Law

	
 

	
14


	
 

	
 

	
 

	
 

	
 


	
SECTION 13.

	
 

	
Submission
 to Jurisdiction in New York

	
 

	
14












	
 

	
 

	
 

	
 

	
 


	
SECTION 14.

	
 

	
Waiver of
 Jury Trial Right

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
SECTION 15.

	
 

	
Counterparts

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
SECTION 16.

	
 

	
Rights of
 Holders

	
 

	
15


	
 

	
 

	
 

	
 

	
 


	
Exhibit A

	
 

	
Escrow
 Receipt

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Exhibit B

	
 

	
Withdrawal
 Certificate

	
 

	
 












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


W I T N E S S 
E T H  


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


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


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







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


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


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


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


          SECTION
1. Escrow Agent. 


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







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


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


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


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


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


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








	
 

	
 


	
 

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


	
 

	
 


	
 

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






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


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



                    Section
1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow
Agent hereby directs the Initial Purchasers to, and the Initial Purchasers
hereby acknowledge that on the date hereof they shall, irrevocably deliver to
the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars (“Dollars”)
and immediately available funds equal to $924,408,000 for deposit on behalf of
the Escrow Agent with the Depositary in accordance with Section 2.1 of the
Deposit Agreement. The Initial Purchasers hereby instruct the Escrow Agent,
upon receipt by the Depositary of such sum from the Initial Purchasers, to
confirm such receipt by executing and delivering to the Pass Through Trustee an
Escrow Receipt in the form of Exhibit A hereto (an “Escrow Receipt”) (a)
to be affixed by the Pass Through Trustee to each Certificate and (b) to
evidence the same percentage interest (the “Escrow Interest”) in the
Account Amounts (as defined below) as the Fractional Undivided Interest in the
Pass Through Trust evidenced by the Certificate to which it is to be affixed.
The Escrow Agent shall provide to the Pass Through Trustee for attachment to
each Certificate newly issued under and in accordance with the Pass Through
Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may from
time to time request of the Escrow Agent. Each Escrow Receipt shall be
registered by the Escrow Agent in a register (the “Register”) maintained 









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


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


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


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


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







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


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


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


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


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







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


          SECTION
2. Paying Agent. 


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


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


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


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







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


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


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


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


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







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


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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











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



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


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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












	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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








	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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












	
 

	
 


	
 

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





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


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


	
 

	
 


	
 

	

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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







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


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


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


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


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


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







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


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


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


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







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


	
 

	
 

	
 


	
 

	
U.S. BANK
 NATIONAL ASSOCIATION, 


	
 

	
as Escrow
 Agent


	
 

	
 


	
 

	
By

	
/s/ Alison
 D.B. Nadeau 


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau 


	
 

	
 

	
Title: Vice
 President 













	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
By: MERRILL
 LYNCH, PIERCE, FENNER & SMITN INCORPORATED


	
 

	
 


	
 

	
By

	
/s/ Andrew Loadsman


	
 

	
 

	 


	
 

	
 

	
Name: Andrew
 Loadsman


	
 

	
 

	
Title:
 Director


	
 

	
 

	
 


	
 

	
By: 

	
CREDIT
 SUISSE SECURITIES (USA) LLC


	
 

	
 

	
 


	
 

	
By

	
/s/ James Palen


	
 

	
 

	 


	
 

	
 

	
Name: James
 Palen


	
 

	
 

	
Title:
 Director


	
 

	
 

	
 


	
 

	
By:

	
BARCLAYS
 CAPITAL INC.


	
 

	
 

	
 


	
 

	
By

	
/s/ Pamela Kendall


	
 

	
 

	 


	
 

	
 

	
Name: Pamela
 Kendall


	
 

	
 

	
Title:
 Director


	
 

	
 

	
 


	
 

	
By:

	
CALYON
 SECURITIES (USA) INC.


	
 

	
 

	
 


	
 

	
By

	
/s/ Ronald S. Krolick


	
 

	
 

	 


	
 

	
 

	
Name: Ronald
 S. Krolick


	
 

	
 

	
Title:
 Managing Director













	
 

	
 

	
 


	
 

	
By:

	
GOLDMAN,
 SACHS & CO.


	
 

	
 

	
 


	
 

	
By

	
/s/ Goldman,
 Sachs & Co.


	
 

	
 

	 


	
 

	
 

	
Name:
 Goldman, Sachs & Co.


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
By:

	
UBS
 SECURITIES LLC


	
 

	
 

	
 


	
 

	
By

	
/s/ Cecilia Park


	
 

	
 

	 


	
 

	
 

	
Name:
 Cecilia Park


	
 

	
 

	
Title:
 Executive Director


	
 

	
 

	
 


	
 

	
By

	
/s/ Alison Mason


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 Mason


	
 

	
 

	
Title:
 Director













	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
By

	
/s/ Alison D.B.
 Nadeau


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau


	
 

	
 

	
Title: Vice
 President


	
 

	
 

	
 


	
 

	
U.S. BANK
 TRUST NATIONAL ASSOCIATION,


	
 

	
 

	
as Paying
 Agent


	
 

	
 

	
 


	
 

	
By

	
/s/ Alison D.B. Nadeau


	
 

	
 

	 


	
 

	
 

	
Name: Alison
 D.B. Nadeau


	
 

	
 

	
Title: Vice
 President















EXHIBIT A 


DELTA AIR LINES 2007-1A ESCROW RECEIPT


No. __


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


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


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


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






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


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


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


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


2







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


Dated:
__________, 2007 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. Bank
  National Association,

  
	
   

  	
       as Escrow
  Agent

  
	
   

  
	
   

  	
  By

  
	
   

  	
   

  	 


  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



3







EXHIBIT B 


WITHDRAWAL CERTIFICATE 

(Class A)


U.S. Bank
National Association 

as Escrow Agent 

One Federal Street, 3rd Floor 

Boston, Massachusetts 02110 

Attention: Corporate Trust Services 

Ref.: Delta 2007-1 EETC 


Ladies and
Gentlemen: 


          Reference
is made to the Escrow and Paying Agent Agreement (Class A), dated as of October
11, 2007 (the “Agreement”). [We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied] [We
hereby notify you that the Depositary is being replaced in accordance with
Section 4(a)(vi) of the Note Purchase Agreement]. Pursuant to Section
[1.02(c)][1.02(d)] of the Agreement, please execute the attached [Notice of
Delivery Withdrawal][Notice of Replacement Withdrawal] and immediately transmit
by facsimile to the Depositary, at Credit Suisse, New York Branch, 11 Madison
Avenue, New York, New York 10010 (Attention: Karl Studer/James Palen/Carl
Paravati). 


          Capitalized
terms used herein but not defined herein shall have the meanings set forth in
the Agreement. 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  TRUST NATIONAL

  
	
   

  	
  ASSOCIATION,
  not in its individual

  
	
   

  	
  capacity but
  solely as Pass Through Trustee

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  	 


  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



Dated:
____________, 2007