NOTE PURCHASE AGREEMENT

Exhibit 4.13

EXECUTION COPY

NOTE PURCHASE AGREEMENT

Dated as of November 24, 2009

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 NATIONAL ASSOCIATION,
as Escrow Agent

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Paying Agent

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Table of Contents

				Page
Section 1.		Financing of Aircraft			3
Section 2.		Conditions Precedent			6
Section 3.		Representations and Warranties			7
Section 4.		Covenants			11
Section 5.		Depositary Downgrade and Replacement of Depositary			14
Section 6.		Notices			15
Section 7.		Expenses			16
Section 8.		Further Assurances			17
Section 9.		Miscellaneous			17
Section 10.		Governing Law			18

Schedule I		Aircraft
Schedule II		Trust Supplements
Schedule III		Required Terms
Annex A		Definitions
Exhibit A		Form of Funding Notice
Exhibit B		Form of Participation Agreement
Exhibit C		Form of Indenture and Security Agreement

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NOTE PURCHASE AGREEMENT

          This NOTE PURCHASE AGREEMENT, dated as of November 24, 2009, is made by and among (i) DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements (as defined below), (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) 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”), under each of the Escrow and Paying Agent Agreements (as defined below), and (v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent Agreements.

W I T N E S S E T H:

          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto;

          WHEREAS, the Company owns the 22 Boeing aircraft described in part one of Schedule I hereto (each, a “2000-1 Aircraft”, and collectively, the “2000-1 Aircraft”) and the five Boeing aircraft described in part two of Schedule I hereto (each, a “2009 Aircraft”, and collectively, the “2009 Aircraft”, and together with the 2000-1 Aircraft, each, an “Aircraft” and collectively, the “Aircraft”), which Aircraft are subject to certain financings described in Schedule I hereto (such financings, the “Existing Financings”);

          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements set forth in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase Agreement, two separate grantor trusts (the “Class A Pass Through Trust” and the “Class B Pass Through Trust”, and collectively, the “Pass Through Trusts” and, individually, each a “Pass Through Trust”) have been created to facilitate certain of the transactions contemplated hereby, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “Certificates”) to provide financing, among other things, for the purchase by such Pass Through Trusts of the Equipment Notes to be issued in respect of, and secured by a security interest in, the Aircraft;

          WHEREAS, the Company has entered into the Underwriting Agreement, dated November 18, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Underwriting Agreement”) with the Underwriters named therein

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(the “Underwriters”) which provides that the Company will cause the Pass Through Trustee under the Class A Pass Through Trust (the “Class A Pass Through Trustee”), and the Pass Through Trustee under the Class B Pass Through Trust (the “Class B Pass Through Trustee”) to issue and sell the Class A Certificates and the Class B Certificates, respectively, to the Underwriters on the Issuance Date;

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, (i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that certain Deposit Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, a “Deposit Agreement” and collectively, the “Deposit Agreements”) whereby the Escrow Agent agreed to direct the Underwriters to make certain deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit the applicable Pass Through Trustees to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the “Deposits”), and (ii) the Underwriters, the applicable Pass Through Trustees, the Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that certain Escrow and Paying Agent Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, an “Escrow and Paying Agent Agreement”, and collectively, the “Escrow and Paying Agent Agreements”), whereby, among other things, (a) the Underwriters agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such Initial Deposits, agreed to deliver escrow receipts to be affixed to each Certificate;

          WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each Pass Through Trustee and each of the Subordination Agent, U.S. Bank and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Aircraft;

          WHEREAS, upon the financing of each Aircraft, each Pass Through Trustee will fund its purchase of the related series of Equipment Notes in respect of such Aircraft with the proceeds of one or more Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement bearing the same interest rate as the Certificates issued by the applicable Pass Through Trust; and

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, (i) the Class A Liquidity Provider has entered into the Class A Liquidity Facility for the benefit of the holders of the Certificates issued by the Class A Pass Through Trust and the Class B Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the holders of the Certificates issued by the Class B Pass Through Trust, in each case with the Subordination Agent, as agent for the Pass Through Trustee on behalf of each such Pass

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Through Trust and (ii) the Pass Through Trustees, the Liquidity Providers and the Subordination Agent have entered into the Intercreditor Agreement.

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

          SECTION 1. Financing of Aircraft.

          (a) Agreement to Finance. The Company agrees:

     (i) to finance the 2000-1 Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date; and

     (ii) to finance the 2009 Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, within 90 days after the date hereof.

     (b) Funding Notice. In furtherance of the foregoing, and in respect of each Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days’ prior notice (or, in the case of a substitute Funding Notice under Section 1(f), one Business Day’s prior notice), substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the date (which date shall not be earlier than the eighth day after the date of establishment of the relevant Deposit unless the seven-day requirement set forth in the first sentence of Section 2.3(a) of each Deposit Agreement has been waived by the applicable Depositary pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement and not reinstated pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement) scheduled for the financing as contemplated hereby in respect of such Aircraft (the “Funding Date”), which notice shall:

     (i) specify the Funding Date of such Aircraft (which shall be a Business Day on or prior to the Cut-Off Date);

     (ii) instruct each Pass Through Trustee to enter into the Participation Agreement included in the Financing Agreements with respect to such Aircraft in such form and at such a time on or before the Funding Date as specified in such Funding Notice and to perform its obligations thereunder;

     (iii) instruct each Pass Through Trustee to deliver to the applicable Escrow Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and Paying

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Agent Agreement with respect to the Equipment Notes to be issued to such Pass Through Trustee in connection with the financing of such Aircraft; and

     (iv) specify the aggregate principal amount of each series of Equipment Notes to be issued, and purchased by each Pass Through Trustee, in connection with the financing of such Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted in accordance with, as the case may be, the Required Terms).

     (c) [Intentionally Omitted.]

     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided that, with respect to each Aircraft to be financed:

     (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto;

     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to each Pass Through Trustee on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft or with respect to material modifications of the forms of Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any;

     (iii) the applicable Financing Agreements, as executed and delivered, shall comply with the Required Terms; and

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     (iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are expressly permitted by the Required Terms or by Section 5(e) of this Note Purchase Agreement.

          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent required for the issuance of Equipment Notes pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee under the applicable Participation Agreement.

     (e) Registration of Equipment Notes. The Company agrees that all Equipment Notes issued pursuant to any Indenture to which an Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee (or, in the case of any Additional Series Equipment Notes, on behalf of the Additional Series Pass Through Trustee with respect to the corresponding Additional Series Pass Through Certificates).

     (f) Postponement of Delivery and Funding. If, on the Funding Date for any Aircraft, the financing of such Aircraft as contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the Depositary prompt notice thereof. Promptly after the Company has identified a new Funding Date on which such Aircraft may be subjected to the financing as provided herein (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Aircraft. Upon receipt of any such substitute Funding Notice, each Pass Through Trustee shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such Aircraft, as specified in such substitute Funding Notice, shall take

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place on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further postponed as provided herein.

     (g) [Intentionally Omitted.]

     (h) [Intentionally Omitted.]

     (i) No Liability for Failure to Purchase Equipment Notes. The Company shall have no liability for the failure of any Pass Through Trustee to purchase Equipment Notes with respect to any Aircraft.

     (j) Withdrawals Limited to Available Deposits. Anything herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Series A Equipment Notes or Series B Equipment Notes in respect of the Aircraft to the Class A Pass Through Trustee or the Class B Pass Through Trustee, respectively, in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the applicable Deposit Agreement.

     (k) Notice of Event of Loss. In the case of any Aircraft, if, prior to the date on which such Aircraft is subjected to a financing in the manner provided herein, an event has occurred and is continuing that constitutes an Event of Loss (as defined in (i) if at the time of the occurrence of such event such Aircraft was subject to an Existing Financing, the indenture and security agreement to which such Aircraft was then subject in connection with such Existing Financing or (ii) if at the time of the occurrence of such event such Aircraft was not subject to an Existing Financing, the form of the Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement).

          SECTION 2. Conditions Precedent. The obligation of each of the Pass Through Trustees to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Aircraft as directed pursuant to a Funding Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions:

     (a) no Triggering Event shall have occurred;

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     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d), the Company shall have delivered a certificate to each Pass Through Trustee and each Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement comply with the Required Terms and (ii) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement have been made, (x) such substantive modifications do not materially and adversely affect the holders of the Class A Certificates, the holders of the Class B Certificates, or any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the Company has obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency with respect to such modifications, and such certification shall be true and correct;

     (c) such Pass Through Trustee shall not have received any notice pursuant to Section 1(k) of a relevant event with respect to such Aircraft; and

     (d) such Pass Through Trustee shall have received evidence that the lien of the applicable Existing Financing has been terminated with respect to such Aircraft and the filing of a release with the FAA and the filing of Uniform Commercial Code termination statements, and, if applicable, the registration of a discharge of any International Interest (as defined in the Indenture Form) registered on the International Registry (as defined in the Indenture Form), in each case with respect to such lien.

Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to purchase Equipment Notes hereunder shall terminate on the Cut-Off Date.

          SECTION 3. Representations and Warranties.

     (a) Representations and Warranties of the Company. The Company represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the State of Delaware to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of the Company under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Authorization; No Conflicts. The execution and delivery by the Company of this Note Purchase Agreement and the performance by the Company of its obligations under this Note Purchase Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or

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the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. This Note Purchase Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

     (b) Representations and Warranties of U.S. Bank. U.S. Bank represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Due Authorization; No Conflicts. The execution and delivery by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Note Purchase Agreement have been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. This Note Purchase Agreement constitutes the legal, valid and binding obligations of U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

     (c) Representations and Warranties of the Pass Through Trustee. Each Pass Through Trustee hereby confirms to each of the other parties hereto that its

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representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of the applicable Trust Supplement are true and correct as of the date hereof.

     (d) Representations and Warranties of the Subordination Agent. The Subordination Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

     (ii) Due Authorization; Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Note Purchase Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

     (iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

     (iv) No Governmental Consents. Neither the execution and delivery by the Subordination Agent of this Note Purchase Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers;

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     (v) Certain Tax Matters. There are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement or the Intercreditor Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and

     (vi) No Proceedings. There are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Note Purchase Agreement.

     (e) Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the “Escrow Agent Agreements”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements;

     (ii) Due Authorization; No Conflicts. The execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. Each of the Escrow Agent Agreements constitutes the legal, valid and binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable

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bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

     (f) Representations and Warranties of the Paying Agent. The Paying Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Paying Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Escrow and Paying Agent Agreement (collectively, the “Paying Agent Agreements”) and to carry out the obligations of the Paying Agent under each of the Paying Agent Agreements;

     (ii) Due Authorization; No Conflicts. The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

     (iii) Enforceability. Each of the Paying Agent Agreements constitutes the legal, valid and binding obligations of the Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity.

          SECTION 4. Covenants.

     (a) Covenants of the Company.

     (i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the Company shall at all times maintain its corporate existence.

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

     (iii) Merger, Consolidation, Acquisition of the Company. The Company shall not consolidate with or merge into any other Person or convey, transfer or

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lease substantially all of its assets as an entirety to any Person, unless the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing the express assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Note Purchase Agreement to be performed or observed by the Company. Upon any such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety, the successor Person formed by such consolidation or into which the 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, the Company under this Note Purchase Agreement with the same effect as if such successor Person had been named as the Company herein.

     (iv) Notice of Occurrence of Cut-Off Date. The Company agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-Off Date no later than one Business Day after the date thereof.

     (v) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall not (A) redeem any Series B Equipment Notes (or any Additional Series Equipment Notes) and issue new Equipment Notes with the same Series designation as that of the redeemed Equipment Notes, or (B) issue any Additional Series Equipment Notes, in each case, under any Indenture, unless the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance or such redemption and issuance, as applicable; and any such issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d), as applicable, of the Intercreditor Agreement. If any such new Equipment Notes or Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall execute and deliver an instrument by which such pass through trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such issuance or redemption and issuance of any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and to make changes relating to any of the foregoing (including, without limitation, to provide for any prefunding mechanism in connection therewith) and to provide

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for any credit support for any pass through certificates relating to any such new Equipment Notes or Additional Series Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support).

     (vi) Certain Reports to Subordination Agent. 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 shall, 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 each Aircraft then subject to the lien of an Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft, and (C) the location of the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this Section 4(a)(vi), the terms “Triggering Event”, “Indenture Event of Default” and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor Agreement.

     (b) Covenants by U.S. Bank.

     (i) Status as Citizen of the United States. U.S. Bank, in its individual capacity, covenants with each of the other parties to this Note Purchase Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon U.S. Bank giving any such notice, U.S. Bank shall, subject to Section 8.01 of any Indenture then entered into, resign as Loan Trustee in respect of such Indenture.

     (ii) Situs of Activity. Except with the consent of the Company, which shall not be unreasonably withheld: (A) 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 (B) U.S. Bank will act as Subordination Agent 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.

     (c) [Intentionally Omitted].

     (d) Covenants by the Pass Through Trustees.

Note Purchase Agreement
2009-1 EETC

     (i) Tax Forms of the Pass Through Trustees. On or prior to the date this Note Purchase Agreement is executed, each Pass Through Trustee shall have provided a completed and executed copy of IRS Form W-9 to each of the Company, the Subordination Agent, the Liquidity Providers, the Escrow Agent, the Paying Agent and the Depositary.

     (ii) Tax Forms of Additional Series Pass Through Trustee. If any new Equipment Notes or Additional Series Equipment Notes shall be issued under any Indenture as provided in Section 4(a)(v), on or prior to the date such new Equipment Notes or Additional Series Equipment Notes, as applicable, shall have been so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall have provided a completed and executed copy of IRS Form W-9 to each of the Company and the Subordination Agent and, if a liquidity facility shall have been provided with respect to the Additional Series Pass Through Trust, to the provider of such liquidity facility and, if such Additional Series Equipment Notes or such New Equipment Notes shall be issued on or prior to the Delivery Period Termination Date, to the Escrow Agent, the Paying Agent and the Depositary.

          SECTION 5. Depositary Downgrade and Replacement of Depositary.

     (a) Depositary Downgrade and Option to Replace. If (1) the Depositary’s Short-Term Rating issued by a Rating Agency is downgraded below P-1 by Moody’s or A-1+ by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary Threshold Rating”), or (2) the Company, in its sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 30 days after such event occurring, cause the Depositary to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

     (b) [Intentionally Omitted.]

     (c) Terms and Preconditions for Replacement of Depositary.

     (i) Minimum Credit Ratings; Confirmation from Ratings Agency. Any Replacement Depositary may either be (x) one that meets the Depositary Threshold Ratings or (y) one that does not meet the Depositary Threshold Ratings, so long as, in the case of either of the immediately preceding clauses (x) and (y), the Company shall have obtained a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with the replacement of the Depositary with such Replacement Depositary.

     (ii) Certain Fees and Expenses. The Company shall pay all fees, expenses and other amounts then owing to the replaced Depositary. The Company shall also

Note Purchase Agreement
2009-1 EETC

pay (x) any up-front fee of the Replacement Depositary and (y) all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including, without limitation, all amounts payable to the Rating Agencies) incurred in connection with such replacement.

     (iii) Replacement Deposit Agreements; Opinions and Other Closing Requirements. The Company shall cause the Replacement Depositary to enter into a Replacement Deposit Agreement for each of the Class A Certificates and the Class B Certificates with the Escrow Agent (and the Escrow Agent agrees to enter into any such Replacement Deposit Agreement upon request of the Company) and shall cause the Replacement Depositary to deliver to the Company and each Rating Agency legal opinions and other closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced.

     (d) Withdrawal Certificate and Notice of Replacement Withdrawal. Upon satisfaction of the conditions set forth in Section 5(c), the Company shall instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the Escrow and Paying Agent Agreements).

     (e) Amendments to Documents. Each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the replacement of the Deposit Agreements with the Replacement Deposit Agreements.

     (f) Effect of Replacement. Until the execution and delivery of the Replacement Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain in full force and effect. Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement Depositary shall be deemed to be the Depositary under the Deposit Agreements with all of the rights and obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the Deposit Agreements hereunder and under the other Operative Agreements.

          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the

Note Purchase Agreement
2009-1 EETC

sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of such party at the foot of this Note Purchase Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties.

          SECTION 7. Expenses. (a) Payments in Respect of Certain Liquidity Provider Fees. The Company agrees to pay to the Subordination Agent when due an amount or amounts equal to the fees payable to the applicable Liquidity Provider under Section 2.03 of each Liquidity Facility and under the related Fee Letter (as defined in the Intercreditor Agreement) multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of the Deposits under the Deposit Agreements pertaining to the Class A Pass Through Trust and the Class B Pass Through Trust and the denominator of which shall be the sum of (i) the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes issued under all of the Indentures and (ii) the then outstanding aggregate amount of the Deposits under the Deposit Agreements pertaining to the Class A Pass Through Trust and Class B Pass Through Trust.

     (b) Certain Other Expenses. So long as no Equipment Notes have been issued in respect of any Aircraft, the Company agrees to pay:

     (i) Under the Liquidity Facilities. To the Subordination Agent when due (A) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be outstanding and (B) any other amounts owed to the applicable Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility (other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (A) of this sentence);

     (ii) Under the Pass Through Trust Agreements. All compensation and reimbursement of expenses, disbursements and advances payable by the Company under the Pass Through Trust Agreements;

     (iii) Under the Intercreditor Agreement. All compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with the transactions contemplated by the Intercreditor Agreement; and

     (iv) Escrow Agent and Paying Agent. In the event the Company requests any amendment to any Operative Agreement, all reasonable fees and expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and/or the Paying Agent in connection therewith.

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2009-1 EETC

For purposes of this Section 7(b), the terms “Applied Downgrade Advance”, “Downgrade Advance” and “Investment Earnings” shall have the meanings specified in each Liquidity Facility.

          SECTION 8. Further Assurances. Each party hereto shall duly 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, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase Agreement.

          SECTION 9. Miscellaneous.

     (a) Survival of Representations and Covenants. Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent, the Escrow Agent, the Paying Agent and each Pass Through Trustee, and the Company’s, the Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and each Pass Through Trustee’s obligations under any and all thereof, shall survive the expiration or other termination of this Note Purchase Agreement and the other agreements referred to herein.

     (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This Note Purchase Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents to this Note Purchase Agreement and the headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreements and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement.

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2009-1 EETC

     (c) Benefits of Agreement. This Note Purchase Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section 5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section 5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of Section 7 hereof (including, but not limited to, rights, powers, privileges, benefits, interests, remedies and claims under Section 7) or to the Depositary with respect to Section 5(c)(ii) hereof, each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim.

          SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

[Signature Pages Follow.]

Note Purchase Agreement
2009-1 EETC

          IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

		DELTA AIR LINES, INC.
		By:		/s/ Paul A. Jacobson
				Name: Paul A. Jacobson
				Title: Senior Vice President and Treasurer
				Address:				1030 Delta Boulevard
								Atlanta, Georgia 30354
								Ref.: Delta Air Lines 2009-1 EETC
								Attention: Treasurer
								Telephone: (404)  ###-###-####
								Facsimile: (404)  ###-###-####

Signature Page

Note Purchase Agreement
2009-1 EETC

		U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee
		By:		/s/ Alison D.B. Nadeau
				Name: Alison D.B. Nadeau
				Title: Vice President
				Address:				300 Delaware Avenue, 9th Floor Mail Code EX-DE-WDAW Wilmington, Delaware 19801 Attention: Corporate Trust Services Ref.: Delta Air Lines 2009-1 EETC Telephone: (302)  ###-###-#### Facsimile: (302) 576-3717

		U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent
		By:		/s/ Alison D.B. Nadeau
				Name: Alison D.B. Nadeau
				Title: Vice President
				Address:				One Federal Street, 3rd Floor Mail Code EX-MA-FED Boston, Massachusetts 02110 Attention: Corporate Trust Services Ref.: Delta Air Lines 2009-1 EETC Telephone: (617)  ###-###-#### Facsimile: (617) 603-6683

Signature Page

Note Purchase Agreement
2009-1 EETC

		U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Escrow Agent
		By:		/s/ Alison D.B. Nadeau
				Name: Alison D.B. Nadeau
				Title: Vice President
				Address:				One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Corporate Trust Services Ref.: Delta Air Lines 2009-1 EETC Telephone: (617)  ###-###-#### Facsimile: (617) 603-6683

		U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Paying Agent
		By:		/s/ Alison D.B. Nadeau
				Name: Alison D.B. Nadeau
				Title: Vice President
				Address:				One Federal Street, 3rd Floor Mail Code EX-MA-FED Boston, Massachusetts 02110 Attention: Corporate Trust Services Ref.: Delta Air Lines 2009-1 EETC Telephone: (617)  ###-###-#### Facsimile: (617) 603-6683

Signature Page

Note Purchase Agreement
2009-1 EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT

AIRCRAFT

Part One — 2000-1 Aircraft and Existing Financings

U.S.

Airframe Model (including

Engine Model

Registration

Airframe

generic manufacturer and

Airframe

(including generic

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

manufacturer and model)

Existing Financing

1.

N376DA

Boeing

737-832 (BOEING 737-800)

29624

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

2.

N378DA

Boeing

737-832 (BOEING 737-800)

30265

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

3.

N380DA

Boeing

737-832 (BOEING 737-800)

30266

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

4.

N382DA

Boeing

737-832 (BOEING 737-800)

30345

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

5.

N384DA

Boeing

737-832 (BOEING 737-800)

30347

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

6.

N386DA

Boeing

737-832 (BOEING 737-800)

30373

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

7.

N388DA

Boeing

737-832 (BOEING 737-800)

30375

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

8.

N390DA

Boeing

737-832 (BOEING 737-800)

30536

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

9.

N392DA

Boeing

737-832 (BOEING 737-800)

30561

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

10.

N394DA

Boeing

737-832 (BOEING 737-800)

30562

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2000-1 EETC

11.

N696DL

Boeing

757-232 (BOEING 757-200)

29728

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

12.

N698DL

Boeing

757-232 (BOEING 757-200)

29911

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

13.

N6700

Boeing

757-232 (BOEING 757-200)

30337

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

Note Purchase Agreement
2009-1 EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

U.S.

Airframe Model (including

Engine Model

Registration

Airframe

generic manufacturer and

Airframe

(including generic

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

manufacturer and model)

Existing Financing

14.

N6702

Boeing

757-232 (BOEING 757-200)

30188

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

15.

N6704Z

Boeing

757-232 (BOEING 757-200)

30396

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

16.

N6706Q

Boeing

757-232 (BOEING 757-200)

30422

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

17.

N6708D

Boeing

757-232 (BOEING 757-200)

30480

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

18.

N6710E

Boeing

757-232 (BOEING 757-200)

30482

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

19.

N6712B

Boeing

757-232 (BOEING 757-200)

30484

Pratt & Whitney

PW2037 (PRATT & WHITNEY PW2037)

2000-1 EETC

20.

N1602

Boeing

767-332ER (BOEING 767-300)

29694

General Electric

CF6-80C2B6F (GE CF6-80C2)

2000-1 EETC

21.

N1604R

Boeing

767-332ER (BOEING 767-300)

30180

General Electric

CF6-80C2B6F (GE CF6-80C2)

2000-1 EETC

22.

N16065

Boeing

767-332ER (BOEING 767-300)

30199

General Electric

CF6-80C2B6F (GE CF6-80C2)

2000-1 EETC

Note Purchase Agreement
2009-1 EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

Part Two — 2009 Aircraft and Existing Financings

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

(including generic

No.

No.

Manufacturer

manufacturer and model)

MSN

Engine Manufacturer

manufacturer and model)

Existing Financing

1.

N705DN

Boeing

777-232LR (BOEING 777-200)

29742

General Electric

GE90-110B1L2 (GE GE90-110B)

2009 Mortgage Financing

2.

N706DN

Boeing

777-232LR (BOEING 777-200)

30440

General Electric

GE90-110B1L2 (GE GE90-110B)

2009 Mortgage Financing

3.

N707DN

Boeing

777-232LR (BOEING 777-200)

39091

General Electric

GE90-110B1L2 (GE GE90-110B)

2009 Mortgage Financing

4.

N306DQ

Boeing

737-732 (BOEING 737-700)

29633

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2009 Mortgage Financing

5.

N307DQ

Boeing

737-732 (BOEING 737-700)

29679

CFM International, Inc.

CFM56-7B24 (CFM CFM56-7)

2009 Mortgage Financing

Note Purchase Agreement
2009-1 EETC

SCHEDULE II to
NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

Trust Supplement No. 2009-1A, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the Delta Air Lines Pass Through Trust, Series 2009-1A.

Trust Supplement No. 2009-1B, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the Delta Air Lines Pass Through Trust, Series 2009-1B.

Note Purchase Agreement
2009-1 EETC

SCHEDULE III to
NOTE PURCHASE AGREEMENT

REQUIRED TERMS

Equipment Notes

Obligor:		The Company

Maximum Principal Amount:

The original principal amount and amortization schedule of the Series A Equipment Notes and the Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following tables:

PRINCIPAL AMOUNTS OF EQUIPMENT NOTES

Aircraft		Series A				Series B				Total
N306DQ		$	21,371,000			$	4,663,000			$	26,034,000
N307DQ			21,376,000				4,664,000				26,040,000
N376DA			12,262,000				2,498,000				14,760,000
N378DA			12,659,000				2,579,000				15,238,000
N380DA			12,685,000				2,584,000				15,269,000
N382DA			13,261,000				2,702,000				15,963,000
N384DA			13,308,000				2,711,000				16,019,000
N386DA			13,325,000				2,715,000				16,040,000
N388DA			13,247,000				2,699,000				15,946,000
N390DA			13,798,000				2,811,000				16,609,000
N392DA			13,477,000				2,746,000				16,223,000
N394DA			14,000,000				2,852,000				16,852,000
N696DL			10,367,000				2,112,000				12,479,000
N698DL			10,649,000				2,170,000				12,819,000
N6700			10,820,000				2,205,000				13,025,000
N6702			10,764,000				2,193,000				12,957,000
N6704Z			11,009,000				2,243,000				13,252,000
N6706Q			11,016,000				2,244,000				13,260,000
N6708D			11,155,000				2,273,000				13,428,000
N6710E			11,301,000				2,302,000				13,603,000
N6712B			11,418,000				2,326,000				13,744,000
N1602			18,740,000				3,818,000				22,558,000
N1604R			19,136,000				3,899,000				23,035,000
N16065			19,415,000				3,955,000				23,370,000
N705DN			79,425,000				17,329,000				96,754,000
N706DN			79,423,000				17,329,000				96,752,000
N707DN			79,389,000				17,322,000				96,711,000
		$	568,796,000			$	119,944,000			$	688,740,000

Note Purchase Agreement
2009-1 EETC

AMORTIZATION SCHEDULES

Series A Equipment Notes
Boeing 737-732
N306DQ

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2010			3 ###-###-####	%
December 17, 2010			1 ###-###-####
June 17, 2011			2.3850879697
December 17, 2011			4 ###-###-####
June 17, 2012			4.6380355154
December 17, 2012			4.5311985401
June 17, 2013			4 ###-###-####
December 17, 2013			4 ###-###-####
June 17, 2014			4 ###-###-####
December 17, 2014			4 ###-###-####
June 17, 2015			3.9970138038
December 17, 2015			3.8901768752
June 17, 2016			4.0738614478
December 17, 2016			3 ###-###-####
June 17, 2017			3 ###-###-####
December 17, 2017			3 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			27.8610137102

Series B Equipment Notes
Boeing 737-732
N306DQ

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2010			9.75937508	%
December 17, 2010			9.49223140
June 17, 2011			21.15350204
December 17, 2011			24.41779863
June 17, 2012			0.57984238
December 17, 2012			0.57984216
June 17, 2013			0.57984216
December 17, 2013			0.57984216
June 17, 2014			0.57984216
December 17, 2014			0.57984216
June 17, 2015			0.57984216
December 17, 2015			0.57984216
June 17, 2016			0.57984238
December 17, 2016			29.95851297

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-732
N307DQ

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2010			3.3400749906	%
December 17, 2010			1 ###-###-####
June 17, 2011			2.3851028256
December 17, 2011			4 ###-###-####
June 17, 2012			4.6380644648
December 17, 2012			4 ###-###-####
June 17, 2013			4 ###-###-####
December 17, 2013			4 ###-###-####
June 17, 2014			4 ###-###-####
December 17, 2014			4 ###-###-####
June 17, 2015			3.9970387818
December 17, 2015			3.8902011602
June 17, 2016			4.0738868825
December 17, 2016			3 ###-###-####
June 17, 2017			3 ###-###-####
December 17, 2017			3 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			27.8611878275

Series B Equipment Notes
Boeing 737-732
N307DQ

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2010			9.75705124	%
December 17, 2010			9.49247577
June 17, 2011			21.15404674
December 17, 2011			24.41842753
June 17, 2012			0.57985720
December 17, 2012			0.57985720
June 17, 2013			0.57985699
December 17, 2013			0.57985720
June 17, 2014			0.57985699
December 17, 2014			0.57985720
June 17, 2015			0.57985720
December 17, 2015			0.57985699
June 17, 2016			0.57985720
December 17, 2016			29.95928452

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N376DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			6.2441733812
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5.2111938509
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.3431437775
December 17, 2017			4.0537937531
June 17, 2018			3 ###-###-####
December 17, 2018			3.4750937041
June 17, 2019			3.1503961018
December 17, 2019			10 ###-###-####

Series B Equipment Notes
Boeing 737-832
N376DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.10586069	%
December 17, 2011			3.65027462
June 17, 2012			3.56505404
December 17, 2012			3.47983347
June 17, 2013			3.39461329
December 17, 2013			3.30939271
June 17, 2014			3.77810528
December 17, 2014			3.66447758
June 17, 2015			4.24681745
December 17, 2015			4.07637670
June 17, 2016			3.90593555
December 17, 2016			42.82325861

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N378DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5.9541258393
June 17, 2015			5 ###-###-####
December 17, 2015			5.2331846117
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.3850186429
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3.2541305000
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N378DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.06625087	%
December 17, 2011			3.60812059
June 17, 2012			3.52485653
December 17, 2012			3.44159170
June 17, 2013			3.35832765
December 17, 2013			3.27506359
June 17, 2014			3.19179876
December 17, 2014			3.63587553
June 17, 2015			4.23260295
December 17, 2015			4.06607445
June 17, 2016			3.89954595
December 17, 2016			43.69989143

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N380DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5.8573117856	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5.6771161214
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.4250550256
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N380DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.01489667	%
December 17, 2011			3.56846169
June 17, 2012			3.48705186
December 17, 2012			3.40564241
June 17, 2013			3.32423259
December 17, 2013			3.24282237
June 17, 2014			3.16141293
December 17, 2014			3.08000348
June 17, 2015			4.21973994
December 17, 2015			4.05692028
June 17, 2016			3.89410101
December 17, 2016			44.54471478

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N382DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5.6770975040
December 17, 2014			5.4615115753
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.4250404947
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N382DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.03486825	%
December 17, 2011			3.56757069
June 17, 2012			3.48618135
December 17, 2012			3.40479201
June 17, 2013			3.32340229
December 17, 2013			3.24201295
June 17, 2014			3.16062361
December 17, 2014			3.07923427
June 17, 2015			4.21868616
December 17, 2015			4.05590748
June 17, 2016			3.89312842
December 17, 2016			44.53359252

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N384DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5.6771122633
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.4250519988
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N384DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.01765548	%
December 17, 2011			3.56833862
June 17, 2012			3.48693176
December 17, 2012			3.40552490
June 17, 2013			3.32411767
December 17, 2013			3.24271081
June 17, 2014			3.16130395
December 17, 2014			3.07989709
June 17, 2015			4.21959425
December 17, 2015			4.05678052
June 17, 2016			3.89396643
December 17, 2016			44.54317853

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N386DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6.1083112946
December 17, 2013			5 ###-###-####
June 17, 2014			5.6771363602
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.4250706942
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11.5560404503

Series B Equipment Notes
Boeing 737-832
N386DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.03313333	%
December 17, 2011			3.56764825
June 17, 2012			3.48625709
December 17, 2012			3.40486556
June 17, 2013			3.32347440
December 17, 2013			3.24208361
June 17, 2014			3.16069208
December 17, 2014			3.07930055
June 17, 2015			4.21877790
December 17, 2015			4.05599558
June 17, 2016			3.89321289
December 17, 2016			44.53455875

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N388DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6.7621362573
June 17, 2012			6.5391233487
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4 ###-###-####
December 17, 2017			4 ###-###-####
June 17, 2018			3.8720674870
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N388DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.03439089	%
December 17, 2011			3.56759207
June 17, 2012			3.48620230
December 17, 2012			3.40481215
June 17, 2013			3.32342238
December 17, 2013			3.24203223
June 17, 2014			3.16064246
December 17, 2014			3.07925232
June 17, 2015			4.21871137
December 17, 2015			4.05593183
June 17, 2016			3.89315191
December 17, 2016			44.53385810

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N390DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6.2904386868
June 17, 2013			6.0795859545
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5.4470279026
June 17, 2015			5.0874969561
December 17, 2015			5.2740205827
June 17, 2016			5.0036966227
December 17, 2016			4 ###-###-####
June 17, 2017			4.4630487027
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3.6520768227
June 17, 2019			3 ###-###-####
December 17, 2019			11.9131771271

Series B Equipment Notes
Boeing 737-832
N390DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			19.98762611	%
December 17, 2011			3.52956741
June 17, 2012			3.44995304
December 17, 2012			3.37033867
June 17, 2013			3.29072465
December 17, 2013			3.21111028
June 17, 2014			3.13149591
December 17, 2014			3.05188154
June 17, 2015			3.70206510
December 17, 2015			4.04706012
June 17, 2016			3.88783209
December 17, 2016			45.34034507

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N392DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6.2907044594
June 17, 2013			6.0798428434
December 17, 2013			5 ###-###-####
June 17, 2014			5.6581196854
December 17, 2014			5 ###-###-####
June 17, 2015			5.0877119537
December 17, 2015			5 ###-###-####
June 17, 2016			5.0039080656
December 17, 2016			4 ###-###-####
June 17, 2017			4 ###-###-####
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N392DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			19.99577786	%
December 17, 2011			3.52920757
June 17, 2012			3.44960160
December 17, 2012			3.36999563
June 17, 2013			3.29038929
December 17, 2013			3.21078296
June 17, 2014			3.13117698
December 17, 2014			3.05157065
June 17, 2015			3.70168791
December 17, 2015			4.04664785
June 17, 2016			3.88743591
December 17, 2016			45.33572578

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 737-832
N394DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6.7151428571
June 17, 2012			6 ###-###-####
December 17, 2012			6.2905714286
June 17, 2013			6.0797142857
December 17, 2013			5 ###-###-####
June 17, 2014			5.6580000000
December 17, 2014			5.4471428571
June 17, 2015			5.0876044286
December 17, 2015			5.2741318571
June 17, 2016			5.0038021429
December 17, 2016			4 ###-###-####
June 17, 2017			4.4631428571
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3.6521538571
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 737-832
N394DA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			19.98165919	%
December 17, 2011			3.52983065
June 17, 2012			3.45021038
December 17, 2012			3.37059011
June 17, 2013			3.29096985
December 17, 2013			3.21134993
June 17, 2014			3.13172931
December 17, 2014			3.05210905
June 17, 2015			3.70234116
December 17, 2015			4.04736220
June 17, 2016			3.88812167
December 17, 2016			45.34372651

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N696DL

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6.8460438893
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			6.2441938844
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.3431580978
December 17, 2017			4.0538070802
June 17, 2018			3 ###-###-####
December 17, 2018			3.4751051413
June 17, 2019			3.1504063856
December 17, 2019			10 ###-###-####

Series B Equipment Notes
Boeing 757-232
N696DL

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.10738210	%
December 17, 2011			3.65020502
June 17, 2012			3.56498627
December 17, 2012			3.47976705
June 17, 2013			3.39454877
December 17, 2013			3.30932955
June 17, 2014			3.77803314
December 17, 2014			3.66440814
June 17, 2015			4.24673674
December 17, 2015			4.07629877
June 17, 2016			3.90586127
December 17, 2016			42.82244318

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N698DL

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6.7990223495
June 17, 2012			6 ###-###-####
December 17, 2012			6.3580046953
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4.9501405766
December 17, 2016			4 ###-###-####
June 17, 2017			4 ###-###-####
December 17, 2017			4.1020296741
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11.1809285379

Series B Equipment Notes
Boeing 757-232
N698DL

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.08966313	%
December 17, 2011			3.60706406
June 17, 2012			3.52382396
December 17, 2012			3.44058387
June 17, 2013			3.35734378
December 17, 2013			3.27410415
June 17, 2014			3.19086406
December 17, 2014			3.63481060
June 17, 2015			4.23136313
December 17, 2015			4.06488341
June 17, 2016			3.89840369
December 17, 2016			43.68709217

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N6700

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6.7550430684
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5.6771106285
December 17, 2014			5 ###-###-####
June 17, 2015			5 ###-###-####
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4 ###-###-####
June 17, 2017			4.4250507394
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 757-232
N6700

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.04798821	%
December 17, 2011			3.56698549
June 17, 2012			3.48560952
December 17, 2012			3.40423311
June 17, 2013			3.32285714
December 17, 2013			3.24148118
June 17, 2014			3.16010476
December 17, 2014			3.07872880
June 17, 2015			4.21799410
December 17, 2015			4.05524218
June 17, 2016			3.89248980
December 17, 2016			44.52628571

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N6702

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5.8680469156	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6 ###-###-####
June 17, 2013			6 ###-###-####
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5.4610903939
June 17, 2015			5.5301832033
December 17, 2015			5 ###-###-####
June 17, 2016			4 ###-###-####
December 17, 2016			4.7010702341
June 17, 2017			4 ###-###-####
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11.5550703270

Series B Equipment Notes
Boeing 757-232
N6702

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.03290971	%
December 17, 2011			3.56765846
June 17, 2012			3.48626676
December 17, 2012			3.40487506
June 17, 2013			3.32348381
December 17, 2013			3.24209257
June 17, 2014			3.16070087
December 17, 2014			3.07930917
June 17, 2015			4.21878979
December 17, 2015			4.05600684
June 17, 2016			3.89322389
December 17, 2016			44.53468308

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N6704Z

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6.2906233990
June 17, 2013			6.0797644654
December 17, 2013			5 ###-###-####
June 17, 2014			5.6580467799
December 17, 2014			5.4471878463
June 17, 2015			5.0876463802
December 17, 2015			5.2741754019
June 17, 2016			5.0038434917
December 17, 2016			4.7335116723
June 17, 2017			4.4631796712
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3.6521840312
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 757-232
N6704Z

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			19.99203745	%
December 17, 2011			3.52937272
June 17, 2012			3.44976282
December 17, 2012			3.37015292
June 17, 2013			3.29054347
December 17, 2013			3.21093313
June 17, 2014			3.13132323
December 17, 2014			3.05171333
June 17, 2015			3.70186090
December 17, 2015			4.04683727
June 17, 2016			3.88761748
December 17, 2016			45.33784530

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N6706Q

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6.2907621641
June 17, 2013			6.0798986928
December 17, 2013			5.8690351307
June 17, 2014			5.6581715686
December 17, 2014			5 ###-###-####
June 17, 2015			5.0877587146
December 17, 2015			5 ###-###-####
June 17, 2016			5.0039538853
December 17, 2016			4 ###-###-####
June 17, 2017			4 ###-###-####
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3 ###-###-####
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 757-232
N6706Q

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			19.97507576	%
December 17, 2011			3.53012121
June 17, 2012			3.45049421
December 17, 2012			3.37086720
June 17, 2013			3.29124064
December 17, 2013			3.21161408
June 17, 2014			3.13198708
December 17, 2014			3.05236007
June 17, 2015			3.70264572
December 17, 2015			4.04769519
June 17, 2016			3.88844162
December 17, 2016			45.34745722

Note Purchase Agreement
2009-1 EETC

Series A Equipment Notes
Boeing 757-232
N6708D

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			5 ###-###-####	%
December 17, 2011			6 ###-###-####
June 17, 2012			6 ###-###-####
December 17, 2012			6.2905652174
June 17, 2013			6.0797082026
December 17, 2013			5 ###-###-####
June 17, 2014			5 ###-###-####
December 17, 2014			5.4471374272
June 17, 2015			5.0875993725
December 17, 2015			5.2741265800
June 17, 2016			5.0037972210
December 17, 2016			4 ###-###-####
June 17, 2017			4.4631384133
December 17, 2017			4 ###-###-####
June 17, 2018			3 ###-###-####
December 17, 2018			3.6521501569
June 17, 2019			3 ###-###-####
December 17, 2019			11 ###-###-####

Series B Equipment Notes
Boeing 757-232
N6708D

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
June 17, 2011			20.00170436	%
December 17, 2011			3.52894633
June 17, 2012			3.44934624
December 17, 2012			3.36974571
June 17, 2013			3.29014562
December 17, 2013			3.21054509
June 17, 2014			3.13094501
December 17, 2014			3.05134448
June 17, 2015			3.70141355
December 17, 2015			4.04634844
June 17, 2016			3.88714782
December 17, 2016			45.33236736