0000950123-11-013689 Sample Contracts

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DELTA AIR LINES, INC. Pass Through Certificates, Series 2010-1B UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York

Delta Air Lines, Inc., a Delaware corporation (the “Company”), proposes that U.S. Bank Trust National Association (“U.S. Bank Trust”) (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), acting not in its individual capacity but solely as pass through trustee (the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000 (the “Basic Agreement”), and supplemented by the Trust Supplement (as defined below), as amended, between the Company and the Trustee, issue and sell to the Underwriters named in Schedule I hereto (each, an “Underwriter” and together, the “Underwriters”), for which you are acting as representatives, Delta Air Lines Pass Through Certificates, Series 2010-1B (the “Certificates”), in the aggregate amount and with the interest rate and final expected distribution date set forth in Schedule II hereto on the terms and conditions stated herein.

Contract
Delta Air Lines Inc /De/ • February 14th, 2011 • Air transportation, scheduled

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.

FIRST AMENDMENT TO INDENTURE AND SECURITY AGREEMENT (N377DA) Dated as of February 14, 2011 between DELTA AIR LINES, INC. and U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee
Indenture and Security Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York

The principal amount of each Series B Equipment Note will be payable in a single payment on the Maturity Date for the Series B Equipment Notes set forth on the first page of this Schedule I.

FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N377DA) Dated as of February 14, 2011 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...
Intercreditor Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N377DA), dated as of February 14, 2011 (this “Amendment”), is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Company”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL

SCHEDULE I
Participation Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled

The following documents (hereinafter collectively referred to as the “N377DA Documents”) have been provided in this filing: (a) First Amendment to Participation Agreement (N377DA), dated as of February 14, 2011, among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank Trust National Association, in its individual capacity as set forth therein (filed as Exhibit 4.6), (b) First Amendment to Indenture and Security Agreement (N377DA), dated as of February 14, 2011, between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee (filed as Exhibit 4.7) and (c) Series 2010-1B (N377DA) Equipment Note No. 1, dated February 14, 2011 (filed as Exhibit 4.8).

TRUST SUPPLEMENT NO. 2010-1B Dated as of February 14, 2011 between DELTA AIR LINES, INC. and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee, To PASS THROUGH TRUST AGREEMENT Dated as of November 16, 2000 Delta Air Lines Pass Through Trust 2010-1B...
Intercreditor Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York

This TRUST SUPPLEMENT NO. 2010-1B, dated as of February 14, 2011 (as amended from time to time, the “Trust Supplement”), between DELTA AIR LINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “Delta”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as successor trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of November 16, 2000, between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association (the “Basic Agreement”).

Amendment No. 1 to INTERCREDITOR AGREEMENT Dated as of February 14, 2011 among DELTA AIR LINES, INC., NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH as Class A Liquidity Provider and Class B Liquidity Provider, and
Intercreditor Agreement • February 14th, 2011 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York

This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of February 14, 2011, is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Delta”), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity, except as expressly set forth herein, but solely as Class A Trustee and Class B Trustee (such term and other capitalized terms used herein without definition being defined as provided in Article I of the Intercreditor Agreement, as amended by Section 1.01 hereof); NATIXIS S.A., a société anonyme organized under the laws of France, acting via its New York Branch (“Natixis”), as Class A Liquidity Provider and Class B Liquidity Provider; and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordinati

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