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As filed with the Securities and Exchange Commission on November 18, 2009
Registration No. 333-        
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
DELTA AIR LINES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  58-0218548
(I.R.S. Employer
Identification Number)
 
Hartsfield-Jackson Atlanta International Airport
Atlanta, Georgia 30320-6001
(404) 715-2600

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
Richard B. Hirst
Senior Vice President — General Counsel
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, Georgia 30354
(404) 715-2191

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
         
    Copy to:    
W. Benjamin Barkley
Kilpatrick Stockton LLP
1100 Peachtree Street, NE, Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
  Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
  Abigail Arms
Shearman & Sterling LLP
801 Pennsylvania Avenue, NW, Suite 900
Washington, D.C. 20004
(202) 508-8000
Ji Hoon Hong
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
     Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
     If the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
   
 
CALCULATION OF REGISTRATION FEE
                                             
 
                            Proposed Maximum        
  Title of Each Class of Securities to be     Amount to be     Proposed Maximum     Aggregate Offering     Amount of  
  Registered     Registered(1)     Offering Price Per Unit(1)     Price(1)     Registration Fee(2)  
 
Pass Through Certificates, Series 2009-1A
    $ 568,796,000         100 %     $ 568,796,000       $ 31,738.82    
 
Pass Through Certificates, Series 2009-1B
    $ 119,944,000         100 %     $ 119,944,000       $ 6,692.88    
 
 
(1)   Estimated solely to compute the amount of the registration fee under Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”), based on 100% of the aggregate face amount of the Pass Through Certificates, Series 2009-1A, and Pass Through Certificates, Series 2009-1B.
(2)   The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of the registration fee.

 


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The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
Subject to Completion, Dated November 18, 2009
 
PRELIMINARY PROSPECTUS
 
$688,740,000
 
(DELTA LOGO)
 
2009-1 Pass Through Trusts
Pass Through Certificates, Series 2009-1
 
Delta Air Lines, Inc. is creating two separate pass through trusts that will issue Delta Air Lines, Inc. Class A and Class B Pass Through Certificates, Series 2009-1. Each Certificate will represent an interest in the assets of the related pass through trust. The proceeds from the sale of the Certificates will initially be held in escrow and will thereafter be used by the pass through trusts to acquire the related series of equipment notes to be issued by Delta on a full recourse basis. Payments on the equipment notes held in each pass through trust will be passed through to the holders of the Certificates of such trust. Distributions on the Certificates will be subject to certain subordination provisions described herein. The Certificates do not represent interests in, or obligations of, Delta or any of its affiliates.
 
The Class A Certificates will rank generally senior to the Class B Certificates, subject to the distribution provisions described herein.
 
The equipment notes expected to be held by each pass through trust will be issued for each of (a) ten Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three 767-332ER aircraft, in each case delivered new to Delta from 1999 to 2000, and (b) two Boeing 737-732 aircraft and three Boeing 777-232LR aircraft, in each case delivered new to Delta in 2009. The equipment notes issued for each aircraft will be secured by a security interest in such aircraft. Interest on the equipment notes will be payable semiannually on June 17 and December 17 of each year, commencing on June 17, 2010, and principal on the equipment notes is scheduled for payment on June 17 and December 17 of certain years, commencing on June 17, 2010.
 
Natixis S.A., acting via its New York Branch, will provide a separate liquidity facility for each of the Class A and Class B Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.
 
The Certificates will not be listed on any national securities exchange.
 
Investing in the Certificates involves risks. See “Risk Factors” section beginning on page 19 of this prospectus.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
 
 
                                 
    Aggregate Face
      Final Expected
  Price to
Pass Through Certificates   Amount  
Interest Rate
  Distribution Date  
Public(1)
 
Class A
  $ 568,796,000             %     December 17, 2019       100 %
Class B
  $ 119,944,000             %     December 17, 2016       100 %
 
(1) Plus accrued interest, if any, from the date of issuance.
 
The underwriters will purchase all of the Certificates if any are purchased. The aggregate proceeds from the sale of the Certificates will be $688,740,000. Fees equal to 2.0% of the aggregate face amount of the Certificates have been or will be paid by Delta in respect of this offering. Such fees have been or will be paid to the underwriters and certain bank lenders to Delta pursuant to the arrangement described herein under “Underwriting”. Delivery of the Certificates in book-entry form will be made on or about November   , 2009 against payment in immediately available funds.
 
 
 
 
Joint Bookrunners & Joint Structuring Agents
 
Goldman, Sachs & Co. MORGAN STANLEY
 
The date of this prospectus is          , 2009.


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You should rely only on the information contained in this prospectus, any prospectus supplement, any related free writing prospectus issued by us (which we refer to as a “company free writing prospectus”) and the documents incorporated by reference in this prospectus or to which we have referred you. We have not, and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement and any related company free writing prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus, any prospectus supplement and any related company free writing prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement and any related company free writing prospectus or any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document. Neither the delivery of this prospectus, any prospectus supplement and any related company free writing prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in our business, financial condition, results of operations or prospects, or in the affairs of the Trusts, the Depositary or the Liquidity Provider, since the date of this prospectus.
 
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PRESENTATION OF INFORMATION
 
In this prospectus, references to “Delta,” the “Company”, “we”, “us” and “our” refer to Delta Air Lines, Inc. and our wholly-owned subsidiaries. With respect to information as of dates prior to October 30, 2008, these references do not include our wholly-owned subsidiary, Northwest Airlines Corporation (“Northwest ”), and its wholly-owned subsidiaries, including Northwest Airlines, Inc.
 
We have given certain capitalized terms specific meanings for purposes of this prospectus. The “Index of Defined Terms” attached as Appendix I to this prospectus lists the page in this prospectus on which we have defined each such term.
 
At varying places in this prospectus, we refer you to other sections for additional information by indicating the caption heading of such other sections. The page on which each principal caption included in this prospectus can be found is listed in the foregoing Table of Contents.
 
FORWARD-LOOKING STATEMENTS
 
Statements in this prospectus, any prospectus supplement, any related company free writing prospectus and the documents incorporated by reference herein and therein (or otherwise made by us or on our behalf) that are not historical facts, including statements regarding our estimates, expectations, beliefs, intentions, projections or strategies for the future may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this prospectus, any prospectus supplement, any related company free writing prospectus and the documents incorporated herein and therein by reference, the words “expects”, “believes”, “plans”, “anticipates”, and similar expressions are intended to identify forward-looking statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the estimates, expectations, beliefs, intentions, projections and strategies reflected in or suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to the risk factors discussed below under the heading “Risk Factors”. All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this prospectus.
 
WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC ” ). You may read and copy this information at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov and at our website at http://www.delta.com. The contents of our website are not incorporated into this prospectus.
 
This prospectus is part of a registration statement that we have filed with the SEC relating to the securities to be offered. This prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules in accordance with the rules and regulations of the SEC, and we refer you to the omitted information. The statements this prospectus makes pertaining to the content of any contract, agreement or other document that is an exhibit to the registration statement necessarily are summaries of their material provisions and do not describe all exceptions and qualifications contained in those contracts, agreements or documents. You should read those contracts, agreements or documents for information that may be important to you. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its Internet site.


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We “incorporate by reference” in this prospectus certain documents that we file with the SEC, which means:
 
  •  we can disclose important information to you by referring you to those documents;
 
  •  information incorporated by reference is considered to be part of this prospectus, even though it is not repeated in this prospectus; and
 
  •  information that we file later with the SEC will automatically update and supersede this prospectus.
 
The following documents listed below that we have previously filed with the SEC (Commission File Number 001-05424) are incorporated by reference (other than reports or portions thereof furnished under Items 2.02 or 7.01 of Form 8-K):
 
  •  Annual Report on Form 10-K for the fiscal year ended December 31, 2008;
 
  •  Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009, June 30, 2009 and September 30, 2009;
 
  •  Current Reports on Form 8-K filed on January 23, 2009, May 1, 2009, June 8, 2009, August 12, 2009, September 16, 2009 and September 22, 2009 (other than the portions of those documents not deemed to be filed);
 
  •  Exhibit 99.4 to Current Report on 8-K filed on October 31, 2008 and Exhibit 99.1 and Exhibit 99.2 to the Current Report on Form 8-K/A filed on November 7, 2008; and
 
  •  Unaudited Pro Forma Condensed Combined Financial Information included in Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-154818) filed on April 21, 2009.
 
All documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act ”) (other than reports or portions thereof furnished under Items 2.02 or 7.01 of Form 8-K) from the date of this prospectus and prior to the termination of this offering shall also be deemed to be incorporated by reference in this prospectus.
 
Any party to whom this prospectus is delivered may request a copy of these filings (other than any exhibits unless specifically incorporated by reference into this prospectus), at no cost, by writing or telephoning Delta at Delta Air Lines, Inc., Investor Relations, Dept. No. 829, P.O. Box 20706, Atlanta, GA 30320, telephone no. (404) 715-2600.


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SUMMARY
 
This summary highlights basic information about our company and this offering. This summary may not contain all of the information that may be important to you. You should read this entire prospectus, any prospectus supplement and any related company free writing prospectus carefully, including the section entitled “Risk Factors” in this prospectus, as well as the materials filed by Delta with the SEC that are considered to be a part of this prospectus, any prospectus supplement and any related company free writing prospectus before making an investment decision. See “Where You Can Find More Information”.
 
Summary of Terms of Certificates
 
         
    Class A
  Class B
   
Certificates
 
Certificates
 
Aggregate face amount
  $568,796,000   $119,944,000
Interest rate
  %   %
Ratings(1):
       
Moody’s
  Baa2   Ba2
Standard & Poor’s
  A-   BBB-
Initial loan to Aircraft value ratio (cumulative)(2)(3)
  52.7%   61.0%
Expected maximum loan to Aircraft value ratio (cumulative)(3)
  52.7%   61.0%
Expected principal distribution window (in years from Issuance Date)
  0.6-10.1   0.6-7.1
Initial average life (in years from Issuance Date)
  6.1   4.2
Regular Distribution Dates
  June 17 and December 17   June 17 and December 17
Final expected Regular Distribution Date(4)
  December 17, 2019   December 17, 2016
Final Legal Distribution Date(5)
  June 17, 2021   June 17, 2018
Minimum denomination(6)
  $2,000   $2,000
Section 1110 protection
  Yes   Yes
Liquidity Facility coverage
  3 semiannual interest
payments
  3 semiannual interest
payments
 
(1) A rating is not a recommendation to purchase, hold or sell the Certificates, and such rating does not address market price or suitability for a particular investor. There can be no assurance that the ratings assigned to the Certificates on the Issuance Date will not be lowered or withdrawn by one or more Rating Agencies. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — The ratings of the Certificates are not a recommendation to buy and may be lowered or withdrawn in the future”.
 
(2) These percentages are calculated assuming that each of the aircraft listed under “— Equipment Notes and the Aircraft” in this summary has been subjected to an Indenture and that the Trusts have purchased the related Equipment Notes for each such aircraft as of June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date). In calculating these percentages, we have assumed that the aggregate appraised value of all such aircraft is $1,008,476,871 as of such date. The appraisal value is only an estimate and reflects certain assumptions. See “Description of the Aircraft and the Appraisals — The Appraisals”.
 
(3) See “— Loan to Aircraft Value Ratios” in this summary for the method and assumptions we used in calculating the loan to Aircraft value ratios and a discussion of certain ways that such loan to Aircraft value ratios could change.
 
(4) Each series of Equipment Notes will mature on the final expected Regular Distribution Date for the Certificates issued by the Trust that owns such Equipment Notes.


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(5) The Final Legal Distribution Date for each of the Class A and Class B Certificates is the date which is 18 months from the final expected Regular Distribution Date for that class of Certificates, which represents the period corresponding to the applicable Liquidity Facility coverage of three successive semiannual interest payments.
 
(6) The Certificates will be issued in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof.


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Equipment Notes and the Aircraft
 
The Trusts are expected to hold Equipment Notes for, and secured by, each of (i) ten Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three 767-332ER aircraft, in each case delivered new to Delta from 1999 to 2000 (such aircraft, collectively, the “2000-1 Aircraft ”), and (ii) two Boeing 737-732 aircraft and three Boeing 777-232LR aircraft, in each case delivered new to Delta in 2009 (such aircraft, collectively, the “2009 Aircraft ”). Each 2000-1 Aircraft and 2009 Aircraft (each such aircraft, an “Aircraft ”) is owned and is being operated by Delta. See “Description of the Aircraft and the Appraisals” for a description of each Aircraft. Set forth below is certain information about the Equipment Notes expected to be held in the Trusts and each of the Aircraft expected to secure such Equipment Notes.
 
On and subject to the terms and conditions of the Note Purchase Agreement and the forms of financing agreements attached to the Note Purchase Agreement, Delta agrees to enter into a secured debt financing with respect to each 2000-1 Aircraft on or prior to December 31, 2010 and with respect to each 2009 Aircraft within 90 days after the Issuance Date.
 
                                 
                  Initial Principal
       
                  Amount of
       
    Registration
  Manufacturer’s
        Series A and B
    Appraised
 
Aircraft Type
 
Number
 
Serial Number
   
Month of Delivery
 
Equipment Notes
    Value(1)  
 
Boeing 737-732
  N306DQ     29633     January 2009   $ 26,034,000     $ 38,854,667  
Boeing 737-732
  N307DQ     29679     January 2009     26,040,000       38,864,000  
Boeing 737-832
  N376DA     29624     January 1999     14,760,000       23,771,667  
Boeing 737-832
  N378DA     30265     August 1999     15,238,000       24,516,000  
Boeing 737-832
  N380DA     30266     September 1999     15,269,000       24,542,333  
Boeing 737-832
  N382DA     30345     October 1999     15,963,000       25,656,667  
Boeing 737-832
  N384DA     30347     November 1999     16,019,000       25,747,667  
Boeing 737-832
  N386DA     30373     December 1999     16,040,000       25,780,667  
Boeing 737-832
  N388DA     30375     February 2000     15,946,000       25,628,333  
Boeing 737-832
  N390DA     30536     April 2000     16,609,000       26,669,000  
Boeing 737-832
  N392DA     30561     May 2000     16,223,000       26,049,667  
Boeing 737-832
  N394DA     30562     June 2000     16,852,000       27,060,000  
Boeing 757-232
  N696DL     29728     January 1999     12,479,000       20,098,000  
Boeing 757-232
  N698DL     29911     August 1999     12,819,000       20,622,000  
Boeing 757-232
  N6700     30337     September 1999     13,025,000       20,934,000  
Boeing 757-232
  N6702     30188     November 1999     12,957,000       20,824,000  
Boeing 757-232
  N6704Z     30396     April 2000     13,252,000       21,279,000  
Boeing 757-232
  N6706Q     30422     May 2000     13,260,000       21,293,000  
Boeing 757-232
  N6708D     30480     July 2000     13,428,000       21,561,000  
Boeing 757-232
  N6710E     30482     August 2000     13,603,000       21,843,000  
Boeing 757-232
  N6712B     30484     October 2000     13,744,000       22,050,000  
Boeing 767-332ER
  N1602     29694     January 1999     22,558,000       36,330,000  
Boeing 767-332ER
  N1604R     30180     April 1999     23,035,000       37,060,000  
Boeing 767-332ER
  N16065     30199     June 1999     23,370,000       37,600,000  
Boeing 777-232LR
  N705DN     29742     March 2009     96,754,000       144,408,000  
Boeing 777-232LR
  N706DN     30440     April 2009     96,752,000       144,405,000  
Boeing 777-232LR
  N707DN     39091     April 2009     96,711,000       144,343,000  
                                 
Total:
                  $ 688,740,000     $ 1,067,790,667  
                                 
 
(1) The appraised value of each Aircraft set forth above is the lesser of the average and median appraised value of such Aircraft as appraised by three independent appraisal and consulting firms. Such appraisals indicate appraised base value, adjusted for the maintenance status of such Aircraft at or around the time of such appraisals (but assuming the engines are in a half-time condition). The appraisers based their appraisals on varying assumptions (which may not reflect current market conditions) and methodologies. See “Description of the Aircraft and the Appraisals — The Appraisals”. An appraisal is only an estimate of value and you should not rely on any appraisal as a measure of realizable value. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.


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Loan to Aircraft Value Ratios
 
The following table provides loan to Aircraft value ratios (“LTVs”) for each class of Certificates, assuming that each of the Aircraft has been subjected to an Indenture and that the Trusts have purchased the related Equipment Notes for each such Aircraft, as of June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date) and each Regular Distribution Date thereafter. The LTVs for any period prior to June 17, 2011 are not included, since during such period all of the Equipment Notes expected to be acquired by the Trusts and the related Aircraft will not be included in the calculation. The table is not a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based upon one set of assumptions. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.
 
We compiled the following table on an aggregate basis.  However, the Equipment Notes issued under an Indenture are entitled only to certain specified cross-collateralization provisions as described under “Description of the Equipment Notes — Security”. The relevant LTVs in a default situation for the Equipment Notes issued under a particular Indenture would depend on various factors, including the extent to which the debtor or trustee in bankruptcy agrees to perform Delta’s obligations under the Indentures. Therefore, the following aggregate LTVs are presented for illustrative purposes only and should not be interpreted as indicating the degree of cross-collateralization available to the holders of the Certificates.
 
                                         
    Aggregate
    Pool Balance(2)     LTV(3)  
    Assumed
    Class A
    Class B
    Class A
    Class B
 
Date
 
Aircraft Value(1)
   
Certificates
   
Certificates
   
Certificates
   
Certificates
 
 
June 17, 2011
  $ 1,008,476,871     $ 531,726,709     $ 83,450,714       52.7 %     61.0 %
December 17, 2011
    988,705,606       498,973,577       66,379,759       50.5       57.2  
June 17, 2012
    968,934,341       467,145,909       63,981,106       48.2       54.8  
December 17, 2012
    949,163,075       436,237,174       61,630,346       46.0       52.5  
June 17, 2013
    929,391,810       406,247,370       59,327,479       43.7       50.1  
December 17, 2013
    909,620,545       377,176,498       57,072,504       41.5       47.7  
June 17, 2014
    889,250,775       348,806,703       54,818,738       39.2       45.4  
December 17, 2014
    868,006,567       321,091,402       52,548,801       37.0       43.0  
June 17, 2015
    845,554,404       294,415,203       49,822,802       34.8       40.7  
December 17, 2015
    821,943,117       268,434,208       47,103,587       32.7       38.4  
June 17, 2016
    798,180,803       242,681,481       44,469,133       30.4       36.0  
December 17, 2016
    774,418,490       218,054,484       0       28.2       0.0  
June 17, 2017
    750,656,176       194,553,219       0       25.9       0.0  
December 17, 2017
    726,893,862       172,177,684       0       23.7       0.0  
June 17, 2018
    703,131,548       150,927,880       0       21.5       0.0  
December 17, 2018
    679,369,234       130,803,806       0       19.3       0.0  
June 17, 2019
    655,736,327       111,820,086       0       17.1       0.0  
December 17, 2019
    632,414,899       0       0       0.0       0.0  
 
(1) In calculating the aggregate Assumed Aircraft Value, we assumed that the appraised value of each Aircraft determined as described under “Description of the Aircraft and the Appraisals” declines in accordance with the Depreciation Assumption described under “Description of the Equipment Notes — Loan to Value Ratios of Equipment Notes”. Other rates or methods of depreciation could result in materially different LTVs. We cannot assure you that the depreciation rate and method assumed for purposes of the above table are the ones most likely to occur or predict the actual future value of any Aircraft. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.
 
(2) The “pool balance” for each class of Certificates indicates, as of any date, after giving effect to any principal distributions expected to be made on such date, the portion of the original face amount of such class of


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Certificates that has not been distributed to Certificateholders and assumes that each of the Aircraft has been subjected to an Indenture and that the Trusts have purchased the related Equipment Notes for each such Aircraft as of June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date).
 
(3) We obtained the LTVs for each class of Certificates for each Regular Distribution Date by dividing (i) the expected outstanding pool balance of such Class (together, in the case of the Class B Certificates, with the expected outstanding pool balance of the Class A Certificates) after giving effect to the principal distributions expected to be made on such date, by (ii) the aggregate Assumed Aircraft Value of all of the Aircraft on such date based on the assumptions described above. The outstanding pool balances and LTVs will change if any Equipment Notes are redeemed or purchased, if a default in payment on any Equipment Notes occurs or if any Aircraft is not subjected to an Indenture and the related Equipment Notes are not acquired by the Trusts.


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Cash Flow Structure
 
This diagram illustrates the structure for the offering of the Certificates and certain cash flows.
 
(FLOW CHART)
 
(1) Delta will issue Series A and Series B Equipment Notes in respect of each Aircraft. The Equipment Notes with respect to each Aircraft will be issued under a separate Indenture.
 
(2) The separate Liquidity Facility for each of the Class A and Class B Certificates is expected to cover up to three semiannual interest distributions on the Class A and Class B Certificates, as the case may be, except that the Liquidity Facilities will not cover interest on Deposits.
 
(3) The proceeds of the offering of each class of Certificates will initially be held in escrow and deposited with the Depositary, pending the financing of each Aircraft under the related Indenture. The Depositary will hold such funds as interest-bearing Deposits. Each Trust will withdraw funds from the Deposits relating to such Trust to purchase from Delta the related series of Equipment Notes from time to time as each Aircraft is subjected to an Indenture. The Scheduled Payments of interest on the Equipment Notes and on the Deposits relating to a Trust, taken together, will be sufficient to pay accrued interest on the outstanding Certificates of such Trust. Under certain circumstances, funds in Deposits relating to a Trust will be withdrawn prior to the Delivery Period Termination Date and distributed to the holders of Certificates of such Trust, together with accrued and unpaid interest thereon, but without any premium. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. If any funds remain as Deposits with respect to any Trust as of the Delivery Period Termination Date, such remaining funds will be distributed, with accrued and unpaid interest on such remaining funds, but without any premium, to the holders of the related class of Certificates. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. No interest will accrue with respect to the Deposits after they have been fully withdrawn.


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The Offering
 
Trusts Each of the Class A Trust and Class B Trust will be formed pursuant to a separate trust supplement entered into between Delta and U.S. Bank Trust National Association to a basic pass through trust agreement between Delta and U.S. Bank Trust National Association (as successor trustee to State Street Bank and Trust Company of Connecticut, National Association), as Trustee under each Trust. Each class of Certificates will represent fractional undivided interests in the related Trust.
 
Certificates Offered
• Class A Certificates.
 
• Class B Certificates.
 
Use of Proceeds The proceeds from the sale of the Certificates of each Trust will initially be held in escrow and deposited with the Depositary, pending the financing of each Aircraft under an Indenture. Each Trust will withdraw funds from the escrow relating to such Trust to acquire from Delta the related series of Equipment Notes to be issued as the Aircraft are subjected to the related Indentures.
 
The Equipment Notes will be full recourse obligations of Delta. The Aircraft are currently subject to liens under existing financings, including a prior Delta enhanced equipment trust certificate transaction and other secured financings. After the Aircraft are released from the liens of such existing financings, the Aircraft are expected to be subjected to the Indentures in connection with this offering. Delta will use the proceeds from the issuance of the Equipment Notes issued with respect to: (a) the 2009 Aircraft to reimburse itself for the prepayment of the Mortgage Financings with respect to such 2009 Aircraft, and (b) the 2000-1 Aircraft to reimburse itself for the refinancing of such 2000-1 Aircraft after the maturity of the 2000-1 EETC in November 2010. Delta will use any proceeds not used in connection with the foregoing for general corporate purposes.
 
Subordination Agent, Trustee, Paying Agent and Loan Trustee U.S. Bank Trust National Association.
 
Escrow Agent U.S. Bank National Association.
 
Depositary The Bank of New York Mellon.
 
Liquidity Provider for the Class A and Class B Certificates Initially, Natixis S.A., acting via its New York Branch.
 
Trust Property The property of each Trust will include:
 
• subject to the Intercreditor Agreement, the Equipment Notes acquired by such Trust under the Note Purchase Agreement prior to the Delivery Period Termination Date, all monies at any time paid thereon and all monies due and to become due thereunder;


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• the rights of such Trust to acquire Equipment Notes under the Note Purchase Agreement;
 
• the rights of such Trust under the applicable Escrow Agreement to request the Escrow Agent to withdraw from the Depositary funds sufficient to enable such Trust to purchase the related series of Equipment Notes upon the financing of an Aircraft under the related Indenture prior to the Delivery Period Termination Date;
 
• the rights of such Trust under the Intercreditor Agreement (including all monies receivable in respect of such rights);
 
• all monies receivable under the separate Liquidity Facility for such Trust; and
 
• funds from time to time deposited with the applicable Trustee in accounts relating to such Trust.
 
Regular Distribution Dates June 17 and December 17 of each year, commencing on June 17, 2010.
 
Record Dates The fifteenth day preceding the related Distribution Date.
 
Distributions The Trustee of each Trust will distribute payments of principal, Make-Whole Amount (if any) and interest received on the Equipment Notes held in such Trust to the holders of the Certificates of such Trust, subject to the subordination provisions set forth in the Intercreditor Agreement.
 
Subject to the subordination provisions set forth in the Intercreditor Agreement,
 
• Scheduled Payments of principal and interest made on the Equipment Notes will be distributed on the applicable Regular Distribution Dates; and
 
• payments in respect of, or any proceeds of, any Equipment Notes or the Collateral under any Indenture, including payments resulting from any early redemption of such Equipment Notes, will be distributed on a Special Distribution Date after not less than 15 days’ notice to Certificateholders.
 
See “— Escrowed Funds” and “— Withdrawal and Return of Escrowed Funds” below for a description of various distributions relating to the Deposits under certain circumstances.
 
Intercreditor Agreement The Trustees, the Liquidity Providers and the Subordination Agent will enter into the Intercreditor Agreement. The Intercreditor Agreement prescribes how payments made on the Equipment Notes held by the Subordination Agent and made under each Liquidity Facility will be distributed. The Intercreditor Agreement also sets forth agreements among the Trustees and the Liquidity Providers relating to who will control the exercise of remedies under the Equipment Notes and the Indentures.


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Subordination Under the Intercreditor Agreement, after payment of certain fees and expenses, distributions on the Certificates generally will be made in the following order:
 
• first, to the holders of the Class A Certificates to make distributions in respect of interest on the Class A Certificates.
 
• second, to the holders of the Class B Certificates to make distributions in respect of interest on the Eligible B Pool Balance.
 
• third, to the holders of the Class A Certificates to make distributions in respect of the Pool Balance of the Class A Certificates.
 
• fourth, to the holders of the Class B Certificates to make distributions in respect of interest on the Pool Balance of the Class B Certificates not previously distributed under clause “second” above.
 
• fifth, to the holders of the Class B Certificates to make distributions in respect of the Pool Balance of the Class B Certificates.
 
Certain distributions to the Liquidity Providers will be made prior to distributions on the Class A and Class B Certificates, as discussed under “Description of the Intercreditor Agreement — Priority of Distributions”.
 
Control of Loan Trustee The holders of at least a majority of the outstanding principal amount of Equipment Notes issued under each Indenture will be entitled to direct the Loan Trustee under such Indenture in taking action as long as no Indenture Event of Default has occurred and is continuing thereunder. If an Indenture Event of Default is continuing under an Indenture, subject to certain conditions, the Controlling Party will be entitled to direct the Loan Trustee under such Indenture in taking action (including in exercising remedies, such as accelerating such Equipment Notes or foreclosing the lien on the Aircraft with respect to which such Equipment Notes were issued).
 
The Controlling Party will be:
 
• if Final Distributions have not been paid in full to the holders of the Class A Certificates, the Class A Trustee;
 
• if Final Distributions have been paid in full to the holders of the Class A Certificates, but not to the holders of the Class B Certificates, the Class B Trustee;
 
• under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider with the largest amount owed to it.
 
Limitation on Sale of Aircraft or Equipment Notes In exercising remedies during the nine months after the earlier of (a) the acceleration of the Equipment Notes issued pursuant to any Indenture and (b) the bankruptcy or insolvency of Delta, the Controlling Party may not, without the


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consent of each Trustee (other than the Trustee of any Trust all of the Certificates of which are held or beneficially owned by Delta or Delta’s affiliates), direct the sale of such Equipment Notes or the Aircraft subject to the lien of such Indenture for less than certain specified minimum amounts. See “Description of the Intercreditor Agreement — Intercreditor Rights — Limitation on Exercise of Remedies” for a description of such minimum amounts and certain other limitations on the exercise of remedies.
 
Right to Buy Other Classes of Certificates If Delta is in bankruptcy and certain other specified events have occurred:
 
• the Class B Certificateholders (other than Delta or any of its affiliates) will have the right to purchase all, but not less than all, of the Class A Certificates; and
 
• if an additional class of junior certificates has been issued, the holders (other than Delta or any of its affiliates) of such additional junior certificates will have the right to purchase all, but not less than all, of the Class A and Class B Certificates.
 
The purchase price, in each case described above, will be the outstanding Pool Balance of the applicable class of Certificates plus accrued and undistributed interest, without any premium, but including any other amounts then due and payable to the Certificateholders of such class or classes, as applicable.
 
Liquidity Facilities Under the Liquidity Facility for each of the Class A and Class B Trusts, the applicable Liquidity Provider is required, if necessary, to make advances in an aggregate amount sufficient to pay interest distributions on the applicable Certificates on up to three successive semiannual Regular Distribution Dates (without regard to any expected future distributions of principal on such Certificates) at the applicable interest rate for such Certificates. Drawings under the Liquidity Facilities cannot be used to pay any amount in respect of the Certificates other than such interest and will not cover interest payable on amounts held in escrow as Deposits with the Depositary.
 
Notwithstanding the subordination provisions under the Intercreditor Agreement, the holders of the Certificates issued by the Class A Trust or the Class B Trust will be entitled to receive and retain the proceeds of drawings under the Liquidity Facility for such Trust.
 
Upon each drawing under any Liquidity Facility to pay interest distributions on the related Certificates, the Subordination Agent will be obligated to reimburse the applicable Liquidity Provider for the amount of such drawing, together with interest on that drawing. Such reimbursement obligation and all interest, fees and other amounts owing to the Liquidity


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Provider under each Liquidity Facility and certain other agreements will rank equally with comparable obligations relating to the other Liquidity Facility and will rank senior to all of the Certificates in right of payment.
 
Escrowed Funds Funds in escrow for the Certificateholders of each Trust will be held by the Depositary as Deposits relating to such Trust. Subject to certain conditions, each Trustee may withdraw these funds from time to time to purchase the related series of Equipment Notes in respect of an Aircraft prior to the Delivery Period Termination Date. On each Regular Distribution Date, the Depositary will pay interest accrued on the Deposits relating to each Trust at a rate per annum equal to the interest rate applicable to the Certificates issued by such Trust. The Deposits relating to each Trust and interest paid thereon will not be subject to the subordination provisions under the Intercreditor Agreement. The Deposits cannot be used to pay any other amount in respect of the Certificates.
 
Withdrawal and Return of Escrowed Funds Under certain circumstances, less than all of the Deposits held in escrow may have been used to purchase Equipment Notes to be issued with respect to the Aircraft by the Delivery Period Termination Date. This could occur because of delays in the release of liens under the Existing Financings with respect to the Aircraft or for other reasons. See “Description of the Certificates — Obligation to Purchase Equipment Notes”. If any funds remain as Deposits with respect to any Trust as of the Delivery Period Termination Date, such remaining funds will be withdrawn by the Escrow Agent and distributed by the Paying Agent, with accrued and unpaid interest on such remaining funds, but without any premium, to the Certificateholders of such Trust on a date no earlier than 15 days after the Paying Agent has received notice of the event requiring such distribution or, under certain circumstances, such remaining funds will be automatically returned by the Depositary to the Paying Agent on the Outside Termination Date, and the Paying Agent will distribute such funds to such Certificateholders as promptly as practicable thereafter. In addition, if a Triggering Event occurs prior to the Delivery Period Termination Date, any Deposits held in escrow will also be withdrawn and distributed to the applicable Certificateholders. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. If any of certain events of loss occurs with respect to an Aircraft before such Aircraft is financed pursuant to this offering, any Deposits relating to such Aircraft held in escrow with respect to each Trust will be similarly withdrawn and distributed to the Certificateholders of such Trust. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”.


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Obligation to Purchase Equipment Notes The Trustees will be obligated to purchase the Equipment Notes issued with respect to each Aircraft prior to the Delivery Period Termination Date pursuant to the terms and conditions of the Note Purchase Agreement. On and subject to the terms and conditions of the Note Purchase Agreement and the forms of financing agreements attached to the Note Purchase Agreement, Delta agrees to enter into a secured debt financing with respect to each 2000-1 Aircraft on or prior to December 31, 2010 and with respect to each 2009 Aircraft within 90 days after the Issuance Date, in each case with the relevant parties pursuant to financing agreements that are substantially in the forms attached to the Note Purchase Agreement. Delta may use financing agreements modified in any material respect from the forms attached to the Note Purchase Agreement so long as Delta obtains written confirmation from each Rating Agency that the use of such modified financing agreements will not result in a withdrawal, suspension or downgrading of the rating of each class of Certificates then rated by such Rating Agency and that remains outstanding. The terms of such financing agreements also must in any event comply with the Required Terms set forth in the Note Purchase Agreement. In addition, Delta, subject to certain exceptions, is obligated to certify to the Trustees that any substantive modifications do not materially and adversely affect the Certificateholders or any Liquidity Provider.
 
Under the Note Purchase Agreement, the Trustees will not be obligated to purchase the Equipment Notes to be issued with respect to any Aircraft if a Triggering Event occurs or certain specified conditions have not been met. In addition, if any of certain events of loss occurs with respect to an Aircraft before such Aircraft is financed pursuant to this offering, the Trustees will not obligated to purchase the Equipment Notes to be issued with respect to such Aircraft. The Trustees will have no right or obligation to purchase the Equipment Notes to be issued with respect to any Aircraft after the Delivery Period Termination Date. See “Description of the Certificates — Obligation to Purchase Equipment Notes”.
 
Issuances of Additional Certificates Under certain circumstances, additional pass through certificates of one separate pass through trust, which will evidence fractional undivided ownership interests in a single new series of subordinated equipment notes with respect to some or all of the Aircraft. Consummation of any such transaction will be subject to satisfaction of certain conditions, including receipt of confirmation from each Rating Agency that such transaction will not result in a withdrawal, suspension or downgrading of the rating for each class of Certificates then rated by such Rating Agency and that remains outstanding. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.


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If any Additional Certificates are issued, under certain circumstances, the holders of the Additional Certificates will have certain rights to purchase the Class A and Class B Certificates. See “Description of the Certificates — Certificate Buyout Right of Certificateholders”.
 
Equipment Notes
 
(a) Issuer Under each Indenture, Delta will issue Series A and Series B Equipment Notes, which will be acquired, respectively, by the Class A and Class B Trusts.
 
(b) Interest The Equipment Notes held in each Trust will accrue interest at the rate per annum applicable to the Certificates issued by such Trust set forth on the cover page of this prospectus. Interest on the Equipment Notes will be payable on June 17 and December 17, commencing on June 17, 2010 and will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
 
(c) Principal Principal payments on the Series A and Series B Equipment Notes are scheduled to be received in specified amounts on June 17 and December 17 in certain years, commencing on June 17, 2010 and ending on December 17, 2019 in the case of the Series A Equipment Notes and December 17, 2016 in the case of the Series B Equipment Notes.
 
(d) Rankings The following subordination provisions will be applicable to the Equipment Notes issued under the Indentures:
 
• the indebtedness evidenced by the Series B Equipment Notes issued under such Indenture will be, to the extent and in the manner provided in such Indenture, subordinate and subject in right of payment to the Series A Equipment Notes issued under such Indenture;
 
• if Delta issues any Additional Equipment Notes under such Indenture, the indebtedness evidenced by such Additional Equipment Notes will be, to the extent and in the manner provided in such Indenture (as may be amended in connection with any issuance of such Additional Equipment Notes), subordinate and subject in right of payment to the Series A Equipment Notes and the Series B Equipment Notes issued under such Indenture. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”; and
 
• the indebtedness evidenced by the Series A Equipment Notes, the Series B Equipment Notes and any Additional Equipment Notes issued under any Indenture will be, to the extent and in the manner provided in the other Indentures, subordinate and subject in right of payment to the Equipment Notes issued under such other Indentures.
 
By virtue of the Intercreditor Agreement, all of the Equipment Notes held by the Subordination Agent will be effectively cross-subordinated. This means that payments received on a


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junior series of Equipment Notes issued in respect of one Aircraft may be applied in accordance with the priority of payment provisions set forth in the Intercreditor Agreement to make distributions on a more senior class of Certificates. See “Description of the Intercreditor Agreement — Priority of Distributions”.
 
(e) Redemption Aircraft Event of Loss.  Under an Indenture, if an Event of Loss occurs with respect to an Aircraft, Delta will either:
 
• substitute for such Aircraft under the related financing agreements an aircraft meeting certain requirements; or
 
• redeem all of the Equipment Notes issued with respect to such Aircraft.
 
The redemption price in such case will be the unpaid principal amount of such Equipment Notes to be redeemed, together with accrued and unpaid interest, but without any premium.
 
Optional Redemption.  Delta may elect to redeem at any time prior to maturity all of the Equipment Notes issued with respect to an Aircraft; provided that all outstanding Equipment Notes with respect to all other Aircraft are simultaneously redeemed. In addition, Delta may elect to redeem the Series B Equipment Notes with respect to all Aircraft in connection with a refinancing of such series or without refinancing. See “Possible Issuance of Additional Certificates and Refinancing Certificates — Refinancing of Certificates”. The redemption price in each such case will be the unpaid principal amount of such Equipment Notes, together with accrued and unpaid interest, plus the Make-Whole Amount (if any). See “Description of the Equipment Notes — Redemption”.
 
(f) Security and cross-collateralization The Equipment Notes issued with respect to each Aircraft will be secured by, among other things, a security interest in such Aircraft.
 
In addition, the Equipment Notes will be cross-collateralized to the extent described under “Description of the Equipment Notes — Security” and “Description of the Equipment Notes — Subordination”. This means, among other things, that any proceeds from the sale of any Aircraft by the Loan Trustee or other exercise of remedies under the related Indenture following an Indenture Event of Default under such Indenture will (after all of the Equipment Notes issued under such Indenture have been paid off, and subject to the provisions of the U.S. Bankruptcy Code (the “Bankruptcy Code”)) be available for application to shortfalls with respect to the Equipment Notes issued under the other Indentures and the other obligations secured by the other Indentures that are due at the time of such application. In the absence of any such shortfall at the time of such application, excess proceeds will be held by the Loan Trustee under such Indenture as


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additional collateral for the Equipment Notes issued under each of the other Indentures and will be applied to the payments in respect of the Equipment Notes issued under such other Indentures as they come due. However, if any Equipment Note ceases to be held by the Subordination Agent (as a result of sale during the exercise of remedies by the Controlling Party or otherwise), such Equipment Note will cease to be entitled to the benefits of cross-collateralization. Any cash Collateral held as a result of the cross-collateralization of the Equipment Notes would not be entitled to the benefits of Section 1110 of the Bankruptcy Code (“Section 1110”).
 
If the Equipment Notes issued under any Indenture are repaid in full in the case of an Event of Loss with respect to the applicable Aircraft, the lien on such Aircraft under such Indenture will be released. At any time on or after December 17, 2019 (the “Final Maturity Date”), if all obligations secured under all of the Indentures that are then due have been paid, the liens on all Aircraft under all Indentures will be released. Once the lien on any Aircraft is released, such Aircraft will no longer secure the amounts that may be owing under the Indentures.
 
(g) Cross-default There will be cross-default provisions in the Indentures. This means that if the Equipment Notes issued with respect to one Aircraft are in a continuing default, the Equipment Notes issued with respect to the remaining Aircraft will also be in default, and remedies will be exercisable with respect to all Aircraft.
 
(h) Section 1110 Protection Delta’s internal counsel will provide an opinion to the Trustees that the benefits of Section 1110 will be available for each of the Aircraft.
 
Certain U.S. Federal Income Tax Consequences The Trusts themselves will not be subject to U.S. federal income tax. See “Certain U.S. Federal Income Tax Consequences”.
 
Certain ERISA Considerations Each person who acquires a Certificate or an interest therein will be deemed to have represented that either:
 
• no assets of a Plan or of any trust established with respect to a Plan have been used to acquire such Certificate or an interest therein; or
 
• the purchase and holding of such Certificate or an interest therein by such person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more statutory or administrative exemptions.
 
See “Certain ERISA Considerations”.


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Ratings of the Certificates It is a condition to the issuance of the Certificates that they be rated by Moody’s and Standard & Poor’s at not less than the ratings set forth in the table below:
 
         
Certificates
  Moody’s   Standard & Poor’s
 
Class A
  Baa2   A-
Class B
  Ba2   BBB-
 
A rating is not a recommendation to purchase, hold or sell the Certificates, and such rating does not address market price or suitability for a particular investor. There can be no assurance that such ratings will not be lowered or withdrawn by one or more Rating Agencies. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — The ratings of the Certificates are not a recommendation to buy and may be lowered or withdrawn in the future”.
 
Threshold Rating Requirement for the Depositary The threshold rating for the Depositary is a short-term unsecured debt rating of P-1 in the case of Moody’s and a short-term issuer credit rating of A-1+ in the case of Standard & Poor’s.
 
Depositary Rating The Depositary currently meets the Depositary Threshold Rating requirement.
 
Threshold Rating Requirement for the Liquidity Provider The threshold rating for the Liquidity Provider is: (i) a short-term senior unsecured debt rating of P-1 in the case of Moody’s and a short-term issuer credit rating of A-1 in the case of Standard & Poor’s and (ii) for any entity that does not have a short-term rating from any of such Rating Agencies, then in lieu of such short-term rating from such Rating Agency, a long-term senior unsecured debt rating of A2 in the case of Moody’s and a long-term issuer credit rating of A in the case of Standard & Poor’s.
 
Liquidity Provider Rating The Liquidity Provider currently meets the Liquidity Threshold Rating requirement.
 
Governing Law The Certificates and the Equipment Notes are governed by the laws of the State of New York.


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Summary Historical and Pro Forma Consolidated Financial and Operating Data
 
The following tables present our summary historical and pro forma consolidated financial and operating data. We derived the statement of operations data for the year ended December 31, 2008 from our audited consolidated financial statements and the related notes thereto incorporated by reference herein. We derived the statement of operations data for the interim periods ended September 30, 2009 and 2008 from our unaudited condensed consolidated financial statements for the quarter ended September 30, 2009 and the related notes thereto incorporated by reference herein. The unaudited statement of operations data for the interim periods may not be indicative of results for the year as a whole. We derived the summary pro forma statement of operations data for the year ended December 31, 2008 from our unaudited pro forma condensed combined financial statements and the related notes thereto incorporated by reference herein.
 
On October 29, 2008, a subsidiary of Delta merged with and into Northwest. Except for the unaudited pro forma condensed combined statement of operations data discussed below, our financial results include the results of Northwest for periods after October 29, 2008, but not for periods before October 30, 2008. Accordingly, our financial results under United States generally accepted accounting principles (“GAAP”) for the nine months ended September 30, 2009 include the results of Northwest for the entire period. In contrast, Delta’s financial results under GAAP for the year ended December 31, 2008 include the results of Northwest only for the period from October 30 to December 31, 2008. In addition, Delta’s financial results under GAAP for the nine months ended September 30, 2008 do not include the results of Northwest. Accordingly, this impacts the comparability of our financial results under GAAP for the periods presented.
 
The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2008 combines the historical consolidated statements of operations of Delta and Northwest, giving effect to the merger as if it had occurred on January 1, 2008. The unaudited pro forma condensed combined statement of operations data has been developed from and should be read in conjunction with the audited consolidated financial statements of Delta incorporated by reference herein and of Northwest. The historical consolidated financial statements have been adjusted to reflect certain reclassifications to conform with Delta’s current financial statement presentation.
 
The unaudited pro forma condensed combined statement of operations data is provided for illustrative purposes only and does not purport to represent Delta’s consolidated results of operations had the merger occurred on the date assumed, nor are these financial statements necessarily indicative of our future consolidated results of operations. Additionally, the unaudited pro forma condensed combined statement of operations data does not reflect the costs of any integration activities, benefits that may result from operating efficiencies or revenue synergies expected to result from the merger.
 
You should read the following table in conjunction with (1) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and (2) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto incorporated by reference herein from our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. See “Where You Can Find More Information” in this prospectus.


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Statement of Operations Data
 
                                 
    Nine Months Ended
    Pro Forma Year
    Year Ended
 
    September 30,     Ended December 31,
    December 31,
 
(In millions)
  2009(1)     2008(2)     2008(3)     2008(4)  
 
Operating revenue
  $ 21,258     $ 15,984     $ 34,288     $ 22,697  
Operating expense
    21,536       23,201       47,784       31,011  
Operating (loss) income
    (278 )     (7,217 )     (13,496 )     (8,314 )
Interest expense, net
    928       355       1,145       613  
Net (loss) income
    (1,212 )     (7,484 )     (14,706 )     (8,922 )
 
(1) Includes $286 million in restructuring and merger-related charges associated with (a) integrating the operations of Northwest into Delta, including costs related to information technology, employee relocation and training, and re-branding of aircraft and stations and (b) employee workforce reduction programs.
 
(2) Includes a $7.3 billion non-cash charge from an impairment of goodwill and other intangible assets and $144 million in primarily restructuring-related charges associated with voluntary workforce reduction programs.
 
(3) Includes an $11.0 billion non-cash charge from an impairment of goodwill and other intangible assets and $1.3 billion in primarily non-cash merger-related charges relating to the issuance or vesting of employee equity awards in connection with our merger with Northwest.
 
(4) Includes a $7.3 billion non-cash charge from an impairment of goodwill and other intangible assets and $1.1 billion in primarily non-cash merger-related charges relating to the issuance or vesting of employee equity awards in connection with our merger with Northwest.
 
Balance Sheet Data
 
                 
    September 30,
    December 31,
 
(In millions)
  2009     2008  
 
Cash, cash equivalents and short-term investments
  $ 5,488     $ 4,467  
Restricted cash and cash equivalents (including noncurrent)
    499       453  
Total assets
    44,853       45,084  
Long-term debt and capital leases (including current maturities)
    17,684       16,571  
Stockholders’ equity
    900       874  
 
Other Financial and Statistical Data
 
                                 
                Pro Forma
       
    Nine Months Ended
    Year Ended
    Year Ended
 
    September 30,     December 31,
    December 31,
 
    2009     2008     2008     2008  
 
Revenue passenger miles (millions)(1)
    145,384       94,464       202,726       134,879  
Available seat miles (millions)(1)
    177,003       115,198       246,164       165,639  
Passenger mile yield(1)
    12.40 ¢     14.66 ¢     14.65 ¢     14.52 ¢
Passenger revenue per available seat mile(1)
    10.19 ¢     12.02 ¢     12.07 ¢     11.82 ¢
Operating cost per available seat mile(1)
    12.17 ¢     20.14 ¢     19.41 ¢     18.72 ¢
Passenger load factor(1)
    82.1 %     82.0 %     82.4 %     81.4 %
Fuel gallons consumed (millions)(1)
    2,951       1,896       4,158       2,740  
Average price per fuel gallon, net of hedging activity(1)
  $ 2.15     $ 3.23     $ 3.40     $ 3.16  
 
(1) Includes the operations under contract carrier agreements with our regional air carriers, including non-owned carriers.


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RISK FACTORS
 
In considering whether to purchase the Certificates, you should carefully consider all of the information contained in or incorporated by reference in this prospectus, any prospectus supplement and any related company free writing prospectus and other information which may be incorporated by reference in this prospectus after the date hereof. In addition, you should carefully consider the risk factors described below.
 
Risk Factors Relating to Delta
 
Our business and results of operations are dependent on the price and availability of aircraft fuel. High fuel costs or cost increases could have a materially adverse effect on our operating results. Likewise, significant disruptions in the supply of aircraft fuel would materially adversely affect our operations and operating results.
 
Our operating results are significantly impacted by changes in the price and availability of aircraft fuel. Fuel prices have increased substantially in the last five years and spiked at record high levels in 2008 before falling dramatically during the latter part of 2008. In 2008, our average fuel price per gallon rose 41% to $3.16, as compared to an average price of $2.24 in 2007, which was 6% higher than our average price of $2.12 in 2006 and significantly higher than fuel prices in the earlier part of this decade. Fuel costs represented 38%, 31% and 30% of our operating expense in 2008, 2007 and 2006, respectively. Total operating expense for 2008 reflects a $7.3 billion non-cash charge from an impairment of goodwill and other intangible assets and $1.1 billion in primarily non-cash merger-related charges. Including these charges, fuel costs accounted for 28% of total operating expense. Our average fuel price per gallon was $2.15 for the first nine months of 2009, and fuel costs represented 29% of operating expense for that period. Fuel costs have had a significant negative effect on our results of operations and financial condition.
 
Our ability to pass along the increased costs of fuel to our customers is limited by the competitive nature of the airline industry. We often have not been able to increase our fares to offset the effect of increased fuel costs in the past and we may not be able to do so in the future.
 
In addition, our aircraft fuel purchase contracts do not provide material protection against price increases or assure the availability of our fuel supplies. We purchase most of our aircraft fuel under contracts that establish the price based on various market indices. We also purchase aircraft fuel on the spot market, from offshore sources and under contracts that permit the refiners to set the price. In an effort to manage our exposure to changes in fuel prices, we use derivative instruments, which are comprised of crude oil, heating oil and jet fuel swap, collar and call option contracts, though we may not be able to successfully manage this exposure. Depending on the type of hedging instrument used, our ability to benefit from declines in fuel prices may be limited.
 
We are currently able to obtain adequate supplies of aircraft fuel, but it is impossible to predict the future availability or price of aircraft fuel. Weather-related events, natural disasters, political disruptions or wars involving oil-producing countries, changes in governmental policy concerning aircraft fuel production, transportation or marketing, changes in aircraft fuel production capacity, environmental concerns and other unpredictable events may result in additional fuel supply shortages and fuel price increases in the future. Additional increases in fuel costs or disruptions in fuel supplies could have additional negative effects on us.
 
The global economic recession has resulted in weaker demand for air travel and may create challenges for us that could have a material adverse effect on our business and results of operations.
 
As the effects of the global economic recession have been felt in our domestic and international markets, we are experiencing significantly weaker demand for air travel. Our demand began to slow during the December 2008 quarter and global economic conditions in 2009 are substantially reducing


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U.S. airline industry revenues in 2009 compared to 2008. As a result, we are reducing our consolidated capacity by 7 to 9% in 2009 compared to the combined capacity of Delta and Northwest during 2008 (which reflects planned domestic and international capacity reductions of 7 to 9%). Demand for air travel could remain weak or even continue to fall if the global economic recession continues for an extended period, and overall demand could fall lower than we are able prudently to reduce capacity. The weakness in the United States and international economies is having a significant negative impact on our results of operations and could continue to have a significant negative impact on our future results of operations.
 
The global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict.
 
The credit crisis and related turmoil in the global financial system has had and may continue to have an impact on our business and our financial condition. For example, our ability to access the capital markets may be severely restricted at a time when we would like, or need, to do so, which could have an impact on our flexibility to react to changing economic and business conditions. In addition, the credit crisis could have an impact on our fuel hedging contracts or our interest hedging contracts if counterparties are forced to file for bankruptcy or are otherwise unable to perform their obligations.
 
The financial crisis and economic downturn have also resulted in broadly lower investment asset returns and values, including in the defined benefit pension plans that we sponsor for eligible employees and retirees. As of December 31, 2008, the defined benefit pension plans had an estimated benefit obligation of approximately $15.9 billion and were funded through assets with a value of approximately $7.3 billion. We estimate that our funding requirements for our defined benefit pension plans, which are governed by ERISA and have been frozen for future accruals, are approximately $200 million in 2009 and $650 million in 2010. The significant increase in required funding is due primarily to the decline in the investment markets in 2008, which negatively affected the value of our pension assets. Estimates of pension plan funding requirements can vary materially from actual funding requirements because the estimates are based on various assumptions concerning factors outside our control, including, among other things, the market performance of assets; statutory requirements; and demographic data for participants, including the number of participants and the rate of participant attrition. Results that vary significantly from our assumptions could have a material impact on our future funding obligations.
 
Our obligation to post collateral in connection with our fuel hedge contracts may have a substantial impact on our short-term liquidity.
 
Under fuel hedge contracts that we may enter into from time to time, counterparties to those contracts may require us to fund the margin associated with any loss position on the contracts. For example, at December 31, 2008, our counterparties required us to fund $1.2 billion of fuel hedge margin. If fuel prices fall significantly below the levels at the time we enter into hedging contracts, we may be required to post a significant amount of collateral, which could have an impact on the level of our unrestricted cash and cash equivalents and short-term investments.
 
Our substantial indebtedness may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.
 
We have substantial indebtedness, which could:
 
  •  require us to dedicate a substantial portion of cash flow from operations to the payment of principal, and interest on, indebtedness, thereby reducing the funds available for operations and future business opportunities;
 
  •  make it more difficult for us to satisfy our payment and other obligations under our indebtedness;


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  •  limit our ability to borrow additional money for working capital, restructurings, capital expenditures, research and development, investments, acquisitions or other purposes, if needed, and increasing the cost of any of these borrowings;
 
  •  make us more vulnerable to economic downturns, adverse industry conditions or catastrophic external events;
 
  •  limit our ability to withstand competitive pressures;
 
  •  reduce our flexibility in planning for or responding to changing business and economic conditions; and/or
 
  •  limit our flexibility in responding to changing business and economic conditions, including increased competition and demand for new services, placing us at a disadvantage when compared to our competitors that have less debt, and making us more vulnerable than our competitors who have less debt to a downturn in our business, industry or the economy in general.
 
In addition, a substantial level of indebtedness, particularly because substantially all of our assets are currently subject to liens, could limit our ability to obtain additional financing on acceptable terms or at all for working capital, capital expenditures and general corporate purposes. We have historically had substantial liquidity needs in the operation of our business. These liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance and many other factors not within our control.
 
Agreements governing our debt, including credit agreements and indentures, include financial and other covenants that impose restrictions on our financial and business operations.
 
Our credit facilities and indentures for secured notes have various financial and other covenants that require us to maintain, depending on the particular agreement, minimum fixed charge coverage ratios, minimum unrestricted cash reserves and/or minimum collateral coverage ratios. The value of the collateral that has been pledged in each facility may change over time, including due to factors that are not under our control, resulting in a situation where we may not be able to maintain the collateral coverage ratio. In addition, the credit facilities and indentures contain other negative covenants customary for such financings. If we fail to comply with these covenants and are unable to obtain a waiver or amendment, an event of default would result. These covenants are subject to important exceptions and qualifications.
 
The credit facilities and indentures also contain other events of default customary for such financings. If an event of default were to occur, the lenders or the trustee could, among other things, declare outstanding amounts due and payable, and our cash may become restricted. We cannot provide assurance that we would have sufficient liquidity to repay or refinance the borrowings or notes under any of the credit facilities if such amounts were accelerated upon an event of default. In addition, an event of default or declaration of acceleration under any of the credit facilities or the indentures could also result in an event of default under other of our financing agreements.
 
Employee strikes and other labor-related disruptions may adversely affect our operations.
 
Our business is labor intensive, utilizing large numbers of pilots, flight attendants and other personnel. As of September 30, 2009, approximately 39% of our workforce was unionized. Strikes or labor disputes with our unionized employees may adversely affect our ability to conduct business. Relations between air carriers and labor unions in the United States are governed by the Railway Labor Act, which provides that a collective bargaining agreement between an airline and a labor union does not expire, but instead becomes amendable as of a stated date. The Railway Labor Act generally prohibits strikes or other types of self-help actions both before and after a collective bargaining agreement becomes amendable, unless and until the collective bargaining processes required by the Railway Labor Act have been exhausted.


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In addition, if we or our affiliates are unable to reach agreement with any of our unionized work groups on future negotiations regarding the terms of their collective bargaining agreements or if additional segments of our workforce become unionized, we may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act. Likewise, if third party regional carriers with whom we have contract carrier agreements are unable to reach agreement with their unionized work groups on current or future negotiations regarding the terms of their collective bargaining agreements, those carriers may be subject to work interruptions or stoppages, subject to the requirements of the Railway Labor Act, which could have a negative impact on our operations.
 
The ability to realize fully the anticipated benefits of our merger with Northwest may depend on the successful integration of the businesses of Delta and Northwest.
 
Our merger with Northwest involved the combination of two companies which operated as independent public companies prior to the merger. We are devoting significant attention and resources to integrating our business practices and operations in order to achieve the benefits of the merger, including expected synergies. If we are unable to integrate our business practices and operations in a manner that allows us to achieve the anticipated revenue and cost synergies, or if achievement of such synergies takes longer or costs more than expected, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, it is possible that the integration process could result in the loss of key employees, diversion of management’s attention, the disruption or interruption of, or the loss of momentum in our ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers and employees or our ability to achieve the anticipated benefits of the merger, or could reduce our earnings or otherwise adversely affect our business and financial results. We expect to incur total cash costs of approximately $500 million over approximately three years to integrate the two airlines.
 
Completion of the integration of the Delta and Northwest Airlines, Inc. workforces may present significant challenges.
 
The successful integration of Delta and Northwest and achievement of the anticipated benefits of the merger depend significantly on integrating Delta’s and Northwest Airlines, Inc.’s employee groups and on maintaining productive employee relations. While integration of a number of the workgroups (including pilots and aircraft maintenance technicians) is proceeding, completion of the integration of certain workgroups (including flight attendants, airport employees and reservations employees) of the two pre-merger airlines will require the resolution of potentially difficult issues, including, but not limited to the process and timing for determining whether the combined post-merger workgroups wish to have union representation. Unexpected delay, expense or other challenges to integrating the workforces could impact the expected synergies from the combination of Delta and Northwest and affect our financial performance.
 
Interruptions or disruptions in service at one of our hub airports could have a material adverse impact on our operations.
 
Our business is heavily dependent on our operations at the Atlanta airport and at our other hub airports in Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita. Each of these hub operations includes flights that gather and distribute traffic from markets in the geographic region surrounding the hub to other major cities and to other Delta hubs. A significant interruption or disruption in service at the Atlanta airport or at one of our other hubs could have a serious impact on our business, financial condition and results of operations.


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We are increasingly dependent on technology in our operations, and if our technology fails or we are unable to continue to invest in new technology or integrate the systems and technologies of Delta and Northwest, our business may be adversely affected.
 
We have become increasingly dependent on technology initiatives to reduce costs and to enhance customer service in order to compete in the current business environment. For example, we have made significant investments in delta.com, check-in kiosks and related initiatives. The performance and reliability of the technology are critical to our ability to attract and retain customers and our ability to compete effectively. These initiatives will continue to require significant capital investments in our technology infrastructure to deliver these expected benefits. If we are unable to make these investments, our business and operations could be negatively affected. In addition, we may face challenges associated with integrating complex systems and technologies that support the separate operations of Delta and Northwest. If we are unable to manage these challenges effectively, our business and results of operations could be negatively affected.
 
In addition, any internal technology error or failure or large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network. Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs. Our technology systems and related data may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial consequences to our business.
 
If we experience losses of senior management personnel and other key employees, our operating results could be adversely affected.
 
We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. If we experience a substantial turnover in our leadership and other key employees, our performance could be materially adversely impacted. Furthermore, we may be unable to attract and retain additional qualified executives as needed in the future.
 
Our credit card processors have the ability to take significant holdbacks in certain circumstances. The initiation of such holdbacks likely would have a material adverse effect on our liquidity.
 
Most of the tickets we sell are paid for by customers who use credit cards. Our credit card processing agreements provide that no holdback of receivables or reserve is required except in certain circumstances, including if we do not maintain a required level of unrestricted cash. If circumstances were to occur that would allow American Express or our Visa/MasterCard processor to initiate a holdback, the negative impact on our liquidity likely would be material.
 
We are at risk of losses and adverse publicity stemming from any accident involving our aircraft.
 
An aircraft crash or other accident could expose us to significant tort liability. The insurance we carry to cover damages arising from any future accidents may be inadequate. In the event that the insurance is not adequate, we may be forced to bear substantial losses from an accident. In addition, any accident involving an aircraft that we operate or an aircraft that is operated by an airline that is one of our codeshare partners could create a public perception that our aircraft are not safe or reliable, which could harm our reputation, result in air travelers being reluctant to fly on our aircraft and harm our business.


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Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes is subject to limitation.
 
In general, under Section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses (“NOLs”), to offset future taxable income. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders (generally 5% shareholders, applying certain look-through rules) increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years).
 
As of September 30, 2009, Delta reported a consolidated federal and state NOL carryforward of approximately $16.5 billion. Both Delta and Northwest experienced an ownership change in 2007 as a result of their respective plans of reorganization under Chapter 11 of the U.S. Bankruptcy Code. As a result of the merger, Northwest experienced a subsequent ownership change. Delta also experienced a subsequent ownership change on December 17, 2008 as a result of the merger, the issuance of equity to employees in connection with the merger and other transactions involving the sale of our common stock within the testing period.
 
The Delta and Northwest ownership changes resulting from the merger could limit the ability to utilize pre-change NOLs that were not subject to limitation, and could further limit the ability to utilize NOLs that were already subject to limitation. Limitations imposed on the ability to use NOLs to offset future taxable income could cause U.S. federal income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect and could cause such NOLs to expire unused, in each case reducing or eliminating the benefit of such NOLs. Similar rules and limitations may apply for state income tax purposes. NOLs generated subsequent to December 17, 2008 are not limited.
 
Our merger with Northwest affects the comparability of our historical financial results.
 
On October 29, 2008, a subsidiary of Delta merged with and into Northwest. Our historical financial results under GAAP include the results of Northwest for periods after October 29, 2008, but not for periods before October 29, 2008. Accordingly, while our financial results for the nine months ended September 30, 2009 include the results of Northwest for the entire period, our financial results for the year ended December 31, 2008 include the results of Northwest only for the period from October 30 to December 31, 2008. In addition, our financial results for the nine months ended September 30, 2008 and all prior periods do not include the results of Northwest. This complicates your ability to compare our results of operations and financial condition for periods that include Northwest’s results with periods that do not.
 
Risk Factors Relating to the Airline Industry
 
The airline industry is highly competitive and, if we cannot successfully compete in the marketplace, our business, financial condition and operating results will be materially adversely affected.
 
We face significant competition with respect to routes, services and fares. Our domestic routes are subject to competition from both new and established carriers, some of which have lower costs than we do and provide service at low fares to destinations served by us. In particular, we face significant competition at our hub airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita either directly at those airports or at the hubs of other airlines that are located in close proximity to our hubs. We also face competition in smaller to medium-sized markets from regional jet operators.
 
Low-cost carriers, including Southwest, AirTran and JetBlue, have placed significant competitive pressure on us in the United States and on other network carriers in the domestic market. In addition, other network carriers have also significantly reduced their costs over the last several years. Our ability to compete effectively depends, in part, on our ability to maintain a competitive cost structure. If we cannot maintain our costs at a competitive level, then our business, financial condition and


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operating results could be materially adversely affected. In light of increased jet fuel costs and other issues in recent years, we expect consolidation to occur in the airline industry. As a result of consolidation, we may face significant competition from larger carriers that may be able to generate higher amounts of revenue and compete more efficiently.
 
In addition, we compete with foreign carriers, both on interior U.S. routes, due to marketing and codesharing arrangements, and in international markets. Through marketing and codesharing arrangements with U.S. carriers, foreign carriers have obtained access to interior U.S. passenger traffic. Similarly, U.S. carriers have increased their ability to sell international transportation, such as transatlantic services to and beyond European cities, through alliances with international carriers. International marketing alliances formed by domestic and foreign carriers, including the Star Alliance (among United Airlines, Continental, Lufthansa German Airlines and others) and the oneworld Alliance (among American Airlines, British Airways and others) have also significantly increased competition in international markets. The adoption of liberalized Open Skies Aviation Agreements with an increasing number of countries around the world, including in particular the Open Skies agreement between the United States and the Member States of the European Union, has accelerated this trend. Negotiations are under way between the United States and other countries, such as Japan, regarding similar agreements with countries, which, if effectuated, could significantly increase competition in these markets.
 
The rapid spread of contagious illnesses can have a material adverse effect on our business and results of operations.
 
The rapid spread of a contagious illness, such as the H1N1 flu virus, can have a material adverse effect on the demand for worldwide air travel and therefore have a material adverse effect on our business and results of operations. Further acceleration of the spread of H1N1 during the flu season in the Northern Hemisphere could have a significant adverse impact on the demand for air travel and as a result our financial results in addition to the impact that we experienced during the spring of 2009. Moreover, our operations could be negatively affected if employees are quarantined as the result of exposure to a contagious illness. Similarly, travel restrictions or operational problems resulting from the rapid spread of contagious illnesses in any part of the world in which we operate may have a materially adverse impact on our business and results of operations.
 
Terrorist attacks or international hostilities may adversely affect our business, financial condition and operating results.
 
The terrorist attacks of September 11, 2001 caused fundamental and permanent changes in the airline industry, including substantial revenue declines and cost increases, which resulted in industry-wide liquidity issues. Additional terrorist attacks or fear of such attacks, even if not made directly on the airline industry, would negatively affect us and the airline industry. The potential negative effects include increased security, insurance and other costs and lost revenue from increased ticket refunds and decreased ticket sales. Our financial resources might not be sufficient to absorb the adverse effects of any further terrorist attacks or other international hostilities involving the United States.
 
The airline industry is subject to extensive government regulation, and new regulations may increase our operating costs.
 
Airlines are subject to extensive regulatory and legal compliance requirements that result in significant costs. For instance, the Federal Aviation Administration (“FAA”) from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that necessitate significant expenditures. We expect to continue incurring expenses to comply with the FAA’s regulations.
 
Other laws, regulations, taxes and airport rates and charges have also been imposed from time to time that significantly increase the cost of airline operations or reduce revenues. For example, the


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Aviation and Transportation Security Act, which became law in November 2001, mandates the federalization of certain airport security procedures and imposes additional security requirements on airports and airlines, most of which are funded by a per ticket tax on passengers and a tax on airlines. The federal government has on several occasions proposed a significant increase in the per ticket tax. The proposed ticket tax increase, if implemented, could negatively impact our revenues.
 
Proposals to address congestion issues at certain airports or in certain airspace, particularly in the Northeast United States, have included concepts such as “congestion-based” landing fees, “slot auctions” or other alternatives that could impose a significant cost on the airlines operating in those airports or airspace and impact the ability of those airlines to respond to competitive actions by other airlines. Furthermore, events related to extreme weather delays have caused Congress and the U.S. Department of Transportation to consider proposals related to airlines’ handling of lengthy flight delays during extreme weather conditions. The enactment of such proposals could have a significant negative impact on our operations. In addition, some states have also enacted or considered enacting such regulations.
 
Future regulatory action concerning climate change and aircraft emissions could have a significant effect on the airline industry. For example, the European Commission is seeking to impose an emissions trading scheme applicable to all flights operating in the European Union, including flights to and from the United States. Laws or regulations such as this emissions trading scheme or other U.S. or foreign governmental actions may adversely affect our operations and financial results.
 
We and other U.S. carriers are subject to domestic and foreign laws regarding privacy of passenger and employee data that are not consistent in all countries in which we operate. In addition to the heightened level of concern regarding privacy of passenger data in the United States, certain European government agencies are initiating inquiries into airline privacy practices. Compliance with these regulatory regimes is expected to result in additional operating costs and could impact our operations and any future expansion.
 
Our insurance costs have increased substantially as a result of the September 11, 2001 terrorist attacks, and further increases in insurance costs or reductions in coverage could have a material adverse impact on our business and operating results.
 
As a result of the terrorist attacks on September 11, 2001, aviation insurers significantly reduced the maximum amount of insurance coverage available to commercial air carriers for liability to persons (other than employees or passengers) for claims resulting from acts of terrorism, war or similar events. At the same time, aviation insurers significantly increased the premiums for such coverage and for aviation insurance in general. Since September 24, 2001, the U.S. government has been providing U.S. airlines with war-risk insurance to cover losses, including those resulting from terrorism, to passengers, third parties (ground damage) and the aircraft hull. The coverage currently extends through August 31, 2010. The withdrawal of government support of airline war-risk insurance would require us to obtain war-risk insurance coverage commercially, if available. Such commercial insurance could have substantially less desirable coverage than that currently provided by the U.S. government, may not be adequate to protect our risk of loss from future acts of terrorism, may result in a material increase to our operating expenses or may not be obtainable at all, resulting in an interruption to our operations.
 
Risk Factors Relating to the Certificates and the Offering
 
Appraisals should not be relied upon as a measure of realizable value of the Aircraft.
 
Three independent appraisal and consulting firms have prepared appraisals of the Aircraft. The appraisal letters provided by these firms are annexed to this prospectus as Appendix II. Such appraisals of the Aircraft are subject to a number of significant assumptions and methodologies (which differ among the appraisers) and were prepared without a physical inspection of the Aircraft. The appraisals may not accurately reflect the current market value of the Aircraft. The appraisals take into account “base value”, which is the theoretical value for an aircraft assuming a balanced market,


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while current market value is the value for an aircraft in the actual market. Appraisals that are based on other assumptions and methodologies (or a physical inspection of the Aircraft) may result in valuations that are materially different from those contained in such appraisals. In particular, the appraisals of the Aircraft include adjustments for the maintenance status of the Aircraft at or about the time of the appraisals (but assuming the engines are in a half-time condition). See “Description of the Aircraft and the Appraisals — The Appraisals”.
 
An appraisal is only an estimate of value. It does not necessarily indicate the price at which an aircraft may be purchased or sold in the market. In particular, the appraisals of the Aircraft are estimates of the values of the Aircraft assuming the Aircraft are in a certain condition, which may not be the case. An appraisal should not be relied upon as a measure of realizable value. The proceeds realized upon the exercise of remedies with respect to any Aircraft, including a sale of such Aircraft, may be less than its appraised value. The value of an Aircraft if remedies are exercised under the applicable Indenture will depend on various factors, including market, economic and airline industry conditions; the supply of similar aircraft; the availability of buyers; the condition of the Aircraft; the time period in which the Aircraft is sought to be sold; and whether the Aircraft is sold separately or as part of a block.
 
As discussed under “— Risk Factors Relating to the Airline Industry — Terrorist attacks or international hostilities may adversely affect our business, financial condition and operating results”, since September 11, 2001, the airline industry has suffered substantial losses. In response to adverse market conditions, many U.S. air carriers and lessors have reduced the number of aircraft in operation, and there may be further reductions, particularly by air carriers in bankruptcy or liquidation. Any such reduction of aircraft of the same models as the Aircraft could adversely affect the value of the Aircraft.
 
Accordingly, we cannot assure you that the proceeds realized upon any exercise of remedies with respect to the Aircraft would be sufficient to satisfy in full payments due on the Equipment Notes relating to the Aircraft or the full amount of distributions expected on the Certificates.
 
If we fail to perform maintenance responsibilities, the value of the Aircraft may deteriorate.
 
To the extent described in the Indentures, we will be responsible for the maintenance, service, repair and overhaul of the Aircraft. If we fail to perform these responsibilities adequately, the value of the Aircraft may be reduced. In addition, the value of the Aircraft may deteriorate even if we fulfill our maintenance responsibilities. As a result, it is possible that upon a liquidation, there will be less proceeds than anticipated to repay the holders of Equipment Notes. See “Description of the Equipment Notes — Certain Provisions of the Indentures — Maintenance and Operation”.
 
Inadequate levels of insurance may result in insufficient proceeds to repay holders of related Equipment Notes.
 
To the extent described in the Indentures, we must maintain all-risk aircraft hull insurance on the Aircraft. If we fail to maintain adequate levels of insurance, the proceeds which could be obtained upon an Event of Loss of an Aircraft may be insufficient to repay the holders of the related Equipment Notes. See “Description of the Equipment Notes — Certain Provisions of the Indentures — Insurance”.
 
Repossession of Aircraft may be difficult, time-consuming and expensive.
 
There will be no general geographic restrictions on our ability to operate the Aircraft. Although we do not currently intend to do so, we are permitted to register the Aircraft in certain foreign jurisdictions and to lease the Aircraft, and to enter into interchange or pooling arrangements with respect to the Aircraft, with unrelated third parties. It may be difficult, time-consuming and expensive for the Loan Trustee under an Indenture to exercise its repossession rights, particularly if the related Aircraft is located outside the United States, is registered in a foreign jurisdiction or is leased to or in the possession of a foreign or domestic operator. Additional difficulties may exist if such a lessee or


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other operator is the subject of a bankruptcy, insolvency or similar event. See “Description of the Equipment Notes — Certain Provisions of the Indentures — Registration, Leasing and Possession”.
 
In addition, some jurisdictions may allow for other liens or other third party rights to have priority over a Loan Trustee’s security interest in an Aircraft. As a result, the benefits of a Loan Trustee’s security interest in an Aircraft may be less than they would be if the Aircraft were located or registered in the United States.
 
Upon repossession of an Aircraft, the Aircraft may need to be stored and insured. The costs of storage and insurance can be significant and the incurrence of such costs could reduce the proceeds available to repay the Certificateholders. In addition, at the time of foreclosing on the lien on the Aircraft under the related Indenture, an Airframe subject to such Indenture might not be equipped with Engines subject to the same Indenture. If Delta fails to transfer title to engines not owned by Delta that are attached to repossessed Aircraft, it could be difficult, expensive and time-consuming to assemble an Aircraft consisting of an Airframe and Engines subject to the Indenture.
 
The Liquidity Providers, the Subordination Agent and the Trustees will receive certain payments before the Certificateholders do. In addition, the Class B Certificates rank generally junior to the Class A Certificates.
 
Under the Intercreditor Agreement, each Liquidity Provider will receive payment of all amounts owed to it, including reimbursement of drawings made to pay interest on the applicable class of Certificates, before the holders of any class of Certificates receive any funds. In addition, the Subordination Agent and the Trustees will receive certain payments before the holders of any class of Certificates receive distributions. See “Description of the Intercreditor Agreement — Priority of Distributions”.
 
In addition, the Class B Certificates rank generally junior to the Class A Certificates. Moreover, as a result of the subordination provisions in the Intercreditor Agreement, in a case involving the liquidation of substantially all of the assets of Delta, the Class B Certificateholders may receive a smaller distribution in respect of their claims than holders of unsecured claims against Delta of the same amount.
 
Payments of principal on the Certificates are subordinated to payments of interest on the Certificates, subject to certain limitations and certain other payments. Consequently, a payment default under any Equipment Note or a Triggering Event may cause the distribution of interest on the Certificates or such other amounts from payments received with respect to principal on one or more series of Equipment Notes. If this occurs, the interest accruing on the remaining Equipment Notes may be less than the amount of interest expected to be distributed from time to time on the remaining Certificates. This is because the interest on the Certificates may be based on a Pool Balance that exceeds the outstanding principal balance of the remaining Equipment Notes. As a result of this possible interest shortfall, the holders of the Certificates may not receive the full amount expected after a payment default under any Equipment Note even if all Equipment Notes are eventually paid in full. For a more detailed discussion of the subordination provisions of the Intercreditor Agreement, see “Description of the Intercreditor Agreement — Priority of Distributions”.
 
In addition, if Delta is in bankruptcy or other specified defaults have occurred, the subordination provisions applicable to the Certificates permit certain distributions to be made on Class B Certificates prior to making distributions in full on the Class A Certificates.
 
Certain Certificateholders may not participate in controlling the exercise of remedies in a default scenario.
 
If an Indenture Event of Default is continuing under an Indenture, subject to certain conditions, the Loan Trustee under such Indenture will be directed by the Controlling Party in exercising remedies under such Indenture, including accelerating the applicable Equipment Notes or foreclosing the lien on


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the Aircraft with respect to which such Equipment Notes were issued. See “Description of the Certificates — Indenture Events of Default and Certain Rights Upon an Indenture Event of Default”.
 
The Controlling Party will be:
 
  •  if Final Distributions have not been paid in full to holders of the Class A Certificates, the Class A Trustee;
 
  •  if Final Distributions have been paid in full to the holders of Class A Certificates, but not to the holders of the Class B Certificates, the Class B Trustee; and
 
  •  under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider with the largest amount owed to it.
 
As a result of the foregoing, if the Trustee for a class of Certificates is not the Controlling Party with respect to an Indenture, the Certificateholders of that class will have no rights to participate in directing the exercise of remedies under such Indenture.
 
The proceeds from the disposition of any Aircraft or Equipment Notes may not be sufficient to pay all amounts distributable to the Certificateholders.
 
During the continuation of any Indenture Event of Default under an Indenture, the Equipment Notes issued under such Indenture or the related Aircraft may be sold in the exercise of remedies with respect to that Indenture, subject to certain limitations. See “Description of the Intercreditor Agreement — Intercreditor Rights — Limitations on Exercise of Remedies”. The market for Aircraft or Equipment Notes during the continuation of any Indenture Event of Default may be very limited, and there can be no assurance as to whether they could be sold or the price at which they could be sold. If any Equipment Notes are sold for less than their outstanding principal amount or any Aircraft are sold for less than the outstanding principal amount of the related Equipment Notes, certain Certificateholders will receive a smaller amount of principal distributions than anticipated and will not have any claim for the shortfall against Delta (except in the case that Aircraft are sold for less than the outstanding principal amount of the related Equipment Notes), any Liquidity Provider or any Trustee.
 
The ratings of the Certificates are not a recommendation to buy and may be lowered or withdrawn in the future.
 
It is a condition to the issuance of the Certificates that the Class A Certificates be rated not lower than Baa2 by Moody’s Investors Service, Inc. (“Moody’s”) and A- by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“Standard & Poor’s”, and together with Moody’s, the “Rating Agencies”) and that the Class B Certificates be rated not lower than Ba2 by Moody’s and BBB- by Standard & Poor’s. Delta’s corporate credit ratings are currently carrying a negative outlook by the Rating Agencies. A rating is not a recommendation to purchase, hold or sell the Certificates, because such rating does not address market price or suitability for a particular investor. A rating may change during any given period of time and may be lowered or withdrawn entirely by a Rating Agency if in its judgment circumstances in the future (including the downgrading of Delta, the Depositary or a Liquidity Provider) so warrant. Moreover, any change in a Rating Agency’s assessment of the risks of aircraft-backed debt (and similar securities such as the Certificates) could adversely affect the rating issued by such Rating Agency with respect to the Certificates.
 
The ratings of the Certificates are based primarily on the default risk of the Equipment Notes and the Depositary, the availability of the Liquidity Facilities for the benefit of the holders of the Class A and Class B Certificates, the collateral value provided by the Aircraft relating to the Equipment Notes, the cross-collateralization provisions applicable to the Indentures and the subordination provisions applicable to the Certificates under the Intercreditor Agreement. These ratings address the likelihood of timely payment of interest (at the applicable Stated Interest Rate and without any premium) when due on the Certificates and the ultimate payment of principal distributable


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under the Certificates by the applicable Final Legal Distribution Date. The ratings do not address the possibility of certain defaults, optional redemptions or other circumstances (such as an Event of Loss to an Aircraft), which could result in the payment of the outstanding principal amount of the Certificates prior to the final expected Regular Distribution Date. Standard & Poor’s has indicated that its rating applies to a unit consisting of Certificates representing the Trust Property and Escrow Receipts initially representing interests in $688,740,000 of Deposits. Amounts deposited under the Escrow Agreements are not property of Delta and are not entitled to the benefits of Section 1110 and any default arising under an Indenture solely by reason of the cross-default in such Indenture may not be of a type required to be cured under Section 1110. Any cash collateral held as a result of the cross-collateralization of the Equipment Notes also would not be entitled to the benefits of Section 1110. The Certificates and the related Escrow Receipts may not be separately assigned or transferred.
 
The reduction, suspension or withdrawal of the ratings of the Certificates will not, by itself, constitute an Indenture Event of Default.
 
As a Certificateholder, you will have no protection against our entry into highly leveraged or extraordinary transactions, and there are no financial or other covenants in the Certificates, the Equipment Notes or the underlying agreements that impose restrictions on our financial and business operations or our ability to execute any such transaction.
 
The Certificates, the Equipment Notes and the underlying agreements will not contain any financial or other covenants or “event risk” provisions protecting the Certificateholders in the event of a highly leveraged or other extraordinary transaction affecting Delta or its affiliates. We do from time to time analyze opportunities presented by various types of transactions, and we may conduct our business in a manner that could cause the market price or liquidity of the Certificates to decline, could have a material adverse effect on our financial condition or the credit rating of the Certificates or otherwise could restrict or impair our ability to pay amounts due under the Equipment Notes and/or the related agreements, including by entering into a highly leveraged or other extraordinary transaction.
 
Escrowed funds may be withdrawn and distributed to holders of Certificates without purchase of Equipment Notes.
 
Under certain circumstances, less than all of the Deposits held in escrow may have been used to purchase Equipment Notes to be issued with respect to the Aircraft by the Delivery Period Termination Date. This could occur because of delays in the release of liens under the Existing Financings with respect to the Aircraft or for other reasons. See “Description of the Certificates — Obligation to Purchase Equipment Notes”. If any funds remain as Deposits with respect to any Trust as of the Delivery Period Termination Date, such remaining funds will be withdrawn by the Escrow Agent and distributed by the Paying Agent, with accrued and unpaid interest on such remaining funds, but without any premium, to the Certificateholders of such Trust on a date no earlier than 15 days after the Paying Agent has received notice of the event requiring such distribution or, under certain circumstances, such remaining funds will be automatically returned by the Depositary to the Paying Agent on the Outside Termination Date, and the Paying Agent will distribute such funds to such Certificateholders as promptly as practicable thereafter. In addition, if a Triggering Event occurs prior to the Delivery Period Termination Date, any Deposits held in escrow will also be withdrawn and distributed to the Certificateholders. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. If any of certain events of loss occurs with respect to an Aircraft before such Aircraft is financed pursuant to this offering, any Deposits relating to such Aircraft held in escrow with respect to each Trust will be similarly withdrawn and distributed to the Certificateholders of such Trust. See “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”.


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The holders of the Certificates are exposed to the credit risk of the Depositary.
 
The holders of the Certificates may suffer losses or delays in repayment in the event that the Depositary fails to pay when due the Deposits or accrued interest thereon for any reason, including by reason of the insolvency of the Depositary. Delta is not required to indemnify against any failure on the part of the Depositary to repay the Deposits or accrued interest thereon in full on a timely basis.
 
Because there is no current market for the Certificates, you may have a limited ability to resell Certificates.
 
Prior to this offering of the Certificates, there has been no trading market for the Certificates. Neither Delta nor any Trust intends to apply for listing of the Certificates on any securities exchange. The Underwriters may assist in resales of the Certificates, but they are not required to do so, and any market-making activity may be discontinued at any time without notice at the sole discretion of each Underwriter. A secondary market for the Certificates therefore may not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your Certificates. If an active trading market does not develop, the market price and liquidity of the Certificates may be adversely affected.
 
The liquidity of, and trading market for, the Certificates also may be adversely affected by general declines in the markets or by declines in the market for similar securities. Such declines may adversely affect such liquidity and trading markets independent of Delta’s financial performance and prospects.
 
The market for Certificates could be negatively affected by regulatory changes.
 
The Certificates of each Trust are sold to investors under an exemption to the Investment Company Act of 1940, as amended, that permits such Trust to issue the Certificates relating to such Trust to investors generally without registering as an investment company; provided that the Certificates of such Trust have an investment grade rating at the time of original sale. Recent events in the debt markets, including defaults on asset-backed securities that had an investment grade rating at the time of sale, have prompted broad based regulatory reviews, including a review of the regulations that permit the sale of certain asset-backed securities based upon the ratings of such securities. In particular, the SEC has solicited comments on proposed rule changes that would eliminate the ability of the Trusts to sell the Certificates to investors generally unless a different exemption is used. Currently, there is no such exemption under which investors generally could purchase the Certificates. If these rules are adopted or other unforeseen regulatory changes are enacted that affect the ability of the Trusts to issue the Certificates to investors generally or affect the ability of such investors to continue to hold or purchase Certificates, or to re-sell their Certificates to other investors generally, the secondary market for the Certificates could be negatively affected and, as a result, the market price of the Certificates could decrease.


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USE OF PROCEEDS
 
The proceeds from the sale of the Certificates of each Trust will initially be held in escrow and deposited with the Depositary, pending the financing of each Aircraft under an Indenture. Each Trust will withdraw funds from the escrow relating to such Trust to acquire from Delta the related series of Equipment Notes to be issued as the Aircraft are subjected to the related Indentures. The Equipment Notes will be full recourse obligations of Delta. Delta will use the proceeds from the issuance of the Equipment Notes for the prepayment or refinancing, as applicable, of the Existing Financings as described below.
 
The Aircraft are currently subject to liens under existing financings described below (collectively, the “Existing Financings ”):
 
  •  the 2009 Aircraft are each subject to separate mortgage financings which were entered into throughout 2009 to finance the acquisition of such 2009 Aircraft (the “Mortgage Financings”); and
 
  •  the 2000-1 Aircraft are subject to separate indentures (the “2000-1 Indentures”) under an enhanced equipment trust certificate transaction entered into by Delta in November 2000 (the “2000-1 EETC ”).
 
Each of the Mortgage Financings bears interest at a floating rate measured by reference to LIBOR plus a borrowing margin and is scheduled to mature in 2021. As of October 31, 2009, the weighted average interest rate of the Mortgage Financings is 4.245% per annum. The 2000-1 EETC consists of three separate tranches of certificates, each of which bear interest at a fixed rate as follows: 7.379% with respect to the class A-1 certificates, 7.570% per annum with respect to the class A-2 certificates, and 7.920% per annum with respect to the class B certificates. A final distribution on such class A-1 certificates is scheduled to occur in May 2010 and a final distribution on such class A-2 and class B certificates is scheduled to occur in November 2010. As of October 31, 2009, the weighted average interest rate of the Existing Financings is 6.338% per annum.
 
After the Aircraft are released from the liens of the Existing Financings, the Aircraft are expected to be subjected to the Indentures in connection with this offering. Delta will use the proceeds from the issuance of the Equipment Notes issued with respect to: (a) the 2009 Aircraft to reimburse itself for the prepayment of the Mortgage Financings with respect to such 2009 Aircraft, and (b) the 2000-1 Aircraft to reimburse itself for the refinancing of such 2000-1 Aircraft after the maturity of the 2000-1 EETC in November 2010. Delta will use any proceeds not used in connection with such prepayment or refinancing to pay fees and expenses related to this offering and for general corporate purposes.


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RATIO OF EARNINGS TO FIXED CHARGES
 
The ratio of earnings (loss) to fixed charges represents the number of times that fixed charges are covered by earnings. Earnings (loss) represents income (loss) before income taxes, plus fixed charges, less capitalized interest. Fixed charges include interest, whether expensed or capitalized, amortization of debt costs, the portion of rent expense representative of the interest factor and preferred stock dividends. For the nine months ended September 30, 2009 and years ended December 31, 2008, 2006, 2005 and 2004, earnings were not sufficient to cover fixed charges by $1.2 billion, $9.1 billion, $7.0 billion, $3.9 billion and $4.0 billion, respectively.
 
References to “Successor” refer to Delta on or after May 1, 2007, after giving effect to (1) the cancellation of Delta common stock issued prior to the effective date of Delta’s emergence from bankruptcy on April 30, 2007; (2) the issuance of new Delta common stock and certain debt securities in accordance with Delta’s Joint Plan of Reorganization; and (3) the application of fresh start reporting. References to “Predecessor” refer to Delta prior to May 1, 2007.
 
                                                           
    Successor       Predecessor  
    Nine Months
          Eight Months
      Four Months
                   
    Ended
    Year Ended
    Ended
      Ended
                   
    September 30,
    December 31,
    December 31,
      April 30,
    Year Ended December 31,  
   
2009
   
2008
   
2007
     
2007
   
2006
   
2005
   
2004
 
Ratio of earnings (loss) to fixed charges
    (0.16 )     (10.19 )     2.20         5.53       (6.19 )     (2.04 )     (2.55 )
 
 


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THE COMPANY
 
We are the world’s largest airline, providing scheduled air transportation for passengers and cargo throughout the United States and around the world. On October 29, 2008, a subsidiary of ours merged with and into Northwest Airlines Corporation, creating the world’s largest airline. Northwest and its subsidiaries, including Northwest Airlines, Inc., became our wholly-owned subsidiaries. We believe the merger better positions us to manage through economic cycles and volatile fuel prices, invest in our fleet, improve services for customers and achieve our strategic objectives.
 
Our global route network is centered around the hub system we operate at airports in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis/St. Paul, New York-JFK, Salt Lake City, Paris-Charles de Gaulle, Amsterdam and Tokyo-Narita. Each of these hub operations includes flights that gather and distribute traffic from markets in the geographic region surrounding the hub to domestic and international cities and to other hubs. The combination of Delta’s operations in the south, mountain west and northeast United States, Europe and Latin America and NWA’s operations in the midwest and northwest United States and Asia gives us a diversified global network with a presence in most major domestic and international markets. Our network is supported by a fleet of aircraft that is varied in terms of size and capabilities, giving us flexibility to adjust aircraft to the network.
 
Other key characteristics of our route network include:
 
  •  our alliances with foreign airlines, including our membership in SkyTeam, a global airline alliance;
 
  •  our transatlantic joint venture with Air France KLM;
 
  •  our domestic alliances, including our marketing alliance with Alaska Airlines and Horizon Air, which we are enhancing to expand our west coast service; and
 
  •  agreements with multiple domestic regional carriers, which operate as Delta Connection, including our wholly-owned subsidiaries, Comair, Inc., Compass Airlines, Inc. and Mesaba Aviation, Inc.


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RECENT DEVELOPMENTS
 
Delta/Northwest Merger Integration Update
 
As a result of our integration efforts, we are targeting over $700 million in synergy benefits in 2009 and continue to target $2 billion in total annual synergy benefits by 2012. Our ability to fully realize the targeted synergies is dependent on achievement of three main goals: (1) receipt of a single operating certificate from the Federal Aviation Administration, which we expect to achieve by the end of 2009, (2) integration of technologies of the two airlines, which we expect to occur in the first half of 2010 and (3) resolution of labor representation issues to allow integration of workgroups.
 
The National Mediation Board recently issued a formal proposal to change the voting rules for representation elections in the airline industry to provide that a majority of votes cast (rather than a majority of votes eligible to be cast) is necessary to certify a union to represent a craft or class of employees. Two pre-merger unions, the Association of Flight Attendants-CWA, which represented flight attendants at pre-merger Northwest Airlines, Inc., and the International Association of Machinists, which represented various categories of ground employees at pre-merger Northwest Airlines, Inc., withdrew applications that they had filed with the National Mediation Board to resolve post-merger representation issues. While it is unclear when representation issues will be resolved in those workgroups, we plan to proceed with a substantial portion of our operational integration after we receive the single operating certificate from the Federal Aviation Administration.
 
Other Financing Initiatives
 
In addition to this offering of the Certificates, we plan to enter into two additional financing transactions prior to the end of 2009 that would positively impact our liquidity. These transactions include issuing tax exempt debt through the Clayton County, Georgia development authority in an aggregate principal amount of up to $300 million and entering into a secured revolving credit facility in a principal amount of up to $120 million to replace an existing letter of credit facility. While we currently anticipate completing both of these transactions before the end of 2009, the completion of these transactions is subject to documentation and other conditions, including being able to complete these transactions on acceptable terms.
 
Discussions with Japan Airlines
 
We have discussed a possible marketing alliance and joint venture with Japan Airlines covering routes between North America and Asia, including a related capital investment in Japan Airlines by us and one or more other members of the SkyTeam airline alliance and other financial support by us to Japan Airlines. We cannot currently predict the outcome of these discussions or the timing of any possible transaction.


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DESCRIPTION OF THE CERTIFICATES
 
The following summary describes certain material terms of the Certificates. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Basic Agreement, which was filed with the SEC as an exhibit to Delta’s Registration Statement on Form S-4, File No. 333-106592, and to all of the provisions of the Certificates, the Trust Supplements, the Liquidity Facilities, the Deposit Agreements, the Escrow Agreements, the Note Purchase Agreement and the Intercreditor Agreement, copies of which will be filed as exhibits to a Current Report on Form 8-K to be filed by Delta with the SEC.
 
Except as otherwise indicated, the following summary relates to each of the Trusts and the Certificates issued by each Trust. The terms and conditions governing each of the Trusts will be substantially the same, except as described under “— Subordination”, below and elsewhere in this prospectus, and except that the principal amount and scheduled principal repayments of the Equipment Notes held by each Trust and the interest rate and maturity date of the Equipment Notes held by each Trust will differ.
 
General
 
Each pass through certificate (collectively, the “Certificates”) will represent a fractional undivided interest in one of two Delta Air Lines 2009-1 Pass Through Trusts: the “Class A Trust ”, and the “Class B Trust ”, and, collectively, the “Trusts”. The Trusts will be formed pursuant to a pass through trust agreement between Delta and U.S. Bank Trust National Association (as successor trustee to State Street Bank and Trust Company of Connecticut, National Association), as trustee, dated as of November 16, 2000 (the “Basic Agreement ”), and two separate supplements thereto (each, a “Trust Supplement ” and, together with the Basic Agreement, collectively, the “Pass Through Trust Agreements”). The trustee under the Class A Trust and the Class B Trust is referred to herein, respectively, as the “Class A Trustee” and the “Class B Trustee” and collectively as the “Trustees”. The Certificates to be issued by the Class A Trust and the Class B Trust are referred to herein, respectively, as the “Class A Certificates” and the “Class B Certificates”. The Class A Trust will purchase all of the Series A Equipment Notes and the Class B Trust will purchase all of the Series B Equipment Notes. The holders of the Class A Certificates and the Class B Certificates are referred to herein, respectively, as the “Class A Certificateholders” and the “Class B Certificateholders”, and collectively as the “Certificateholders”. Assuming all of the Equipment Notes expected to be issued with respect to the Aircraft are issued, the sum of the initial principal balance of the Equipment Notes held by each Trust will equal the initial aggregate face amount of the Certificates issued by such Trust.
 
Each Certificate will represent a fractional undivided interest in the Trust created by the applicable Pass Through Trust Agreement. The property of each Trust (the “Trust Property”) will consist of:
 
  •  subject to the Intercreditor Agreement, the Equipment Notes acquired by such Trust under the Note Purchase Agreement prior to the Delivery Period Termination Date, all monies at any time paid thereon and all monies due and to become due thereunder;
 
  •  the rights of such Trust to acquire Equipment Notes under the Note Purchase Agreement;
 
  •  the rights of such Trust under the applicable Escrow Agreement to request the Escrow Agent to withdraw from the Depositary funds sufficient to enable such Trust to purchase the related series of Equipment Notes upon the financing of an Aircraft under the related Indenture prior to the Delivery Period Termination Date;
 
  •  the rights of such Trust under the Intercreditor Agreement (including all rights to receive monies receivable in respect of such rights);
 
  •  all monies receivable under the separate Liquidity Facility for such Trust; and


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  •  funds from time to time deposited with the applicable Trustee in accounts relating to such Trust. (Trust Supplements, Section 1.01)
 
The Certificates represent fractional undivided interests in the respective Trusts only, and all payments and distributions thereon will be made only from the Trust Property of the related Trust. (Basic Agreement, Sections 2.01 and 3.09; Trust Supplements, Section 3.01) The Certificates do not represent indebtedness of the Trusts, and references in this prospectus to interest accruing on the Certificates are included for purposes of computation only. (Trust Supplements, Section 3.01) The Certificates do not represent an interest in or obligation of Delta, the Trustees, the Subordination Agent, any of the Loan Trustees or any affiliate of any thereof. Each Certificateholder by its acceptance of a Certificate agrees to look solely to the income and proceeds from the Trust Property of the related Trust for payments and distributions on such Certificate. (Basic Agreement, Section 3.09)
 
Pursuant to the Escrow Agreement applicable to each Trust, the Certificateholders of such Trust, as holders of the Escrow Receipts affixed to each Certificate issued by such Trust, are entitled to certain rights with respect to the Deposits relating to such Trust. Accordingly, any transfer of a Certificate will have the effect of transferring the corresponding rights with respect to the Deposits, and rights with respect to the Deposits may not be separately transferred by the Certificateholders. (Escrow Agreements, Section 1.03) Rights with respect to the Deposits and the Escrow Agreement relating to a Trust, except for the right to direct withdrawals for the purchase of related Equipment Notes, will not constitute Trust Property. (Trust Supplements, Section 1.01) Payments to the Certificateholders in respect of the Deposits and the Escrow Receipts relating to a Trust will constitute payments to such Certificateholders solely in their capacity as holders of the related Escrow Receipts.
 
The Certificates of each Trust will be issued in fully registered form only and will be subject to the provisions described below under “— Book-Entry Registration; Delivery and Form”. The Certificates will be issued only in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000, that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one Certificate of each class may be issued in a different denomination. (Trust Supplements, Section 4.01(a))
 
Payments and Distributions
 
The following description of distributions on the Certificates should be read in conjunction with the description of the Intercreditor Agreement because the Intercreditor Agreement may alter the following provisions in a default situation. See “— Subordination” and “Description of the Intercreditor Agreement”.
 
Payments of interest on the Deposits with respect to each Trust and payments of principal, Make-Whole Amount (if any) and interest on the Equipment Notes or with respect to other Trust Property held in each Trust will be distributed by the Paying Agent (in the case of Deposits) or by the Trustee (in the case of Trust Property of such Trust) to Certificateholders of such Trust on the date receipt of such payment is confirmed, except in the case of certain types of Special Payments.
 
June 17 and December 17 of each year are referred to herein as “Regular Distribution Dates” (each Regular Distribution Date and Special Distribution Date, a “Distribution Date”).
 
Interest
 
The Deposits held with respect to each Trust and the Equipment Notes held in each Trust will accrue interest at the applicable rate per annum for the Certificates to be issued by such Trust, payable on each Regular Distribution Date commencing on June 17, 2010 (or in the case of Equipment Notes issued after such date, commencing with the first Regular Distribution Date to occur after such Equipment Notes are issued). The rate per annum for the Certificates is set forth on the cover page of this prospectus; provided that the interest rate applicable to any new Class B


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Certificates issued in connection with the issuance of any series B equipment notes issued as described in “Possible Issuance of Additional Certificates and Refinancing of Certificates — Refinancing of Certificates” may differ. The interest rate applicable to each class of Certificates, as shown on the cover page of this prospectus, is referred to as the “Stated Interest Rate” for such Trust. Interest payments will be distributed to Certificateholders of such Trust on each Regular Distribution Date until the final Distribution Date for such Trust, subject to the Intercreditor Agreement. Interest on the Deposits and on the Equipment Notes will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.
 
Distributions of interest on the Class A and Class B Certificates will be supported by a separate Liquidity Facility to be provided by the applicable Liquidity Provider for the benefit of the holders of such Certificates, each of which is expected to provide an aggregate amount sufficient to distribute interest on the Pool Balance thereof at the Stated Interest Rate for such Certificates on up to three successive semiannual Regular Distribution Dates (without regard to any future distributions of principal on such Certificates), except that no Liquidity Facility will cover interest payable by the Depositary on the Deposits. The Liquidity Facility for any class of Certificates does not provide for drawings thereunder to pay for principal or Make-Whole Amount with respect to such Certificates, any interest with respect to such Certificates in excess of their Stated Interest Rate, or, notwithstanding the subordination provisions of the Intercreditor Agreement, principal, interest, or Make-Whole Amount with respect to the Certificates of any other class. Therefore, only the holders of the Class A and Class B Certificates will be entitled to receive and retain the proceeds of drawings under the applicable Liquidity Facility. See “Description of the Liquidity Facilities”.
 
Principal
 
Payments of principal on the Series A and Series B Equipment Notes are scheduled to be received in specified amounts on June 17 and December 17 in certain years, commencing on June 17, 2010 and ending on December 17, 2019 in the case of Series A Equipment Notes and December 17, 2016 in the case of Series B Equipment Notes.
 
Distributions
 
Payments of interest on the Deposits (other than as part of any withdrawals described in “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”) and payments of interest on or principal of the Equipment Notes (including drawings made under a Liquidity Facility in respect of a shortfall of interest payable on any Certificate) scheduled to be made on a Regular Distribution Date are referred to herein as “Scheduled Payments”. See “Description of the Equipment Notes — Principal and Interest Payments”. The “Final Legal Distribution Date” for the Class A Certificates is June 17, 2021 and for the Class B Certificates is June 17, 2018.
 
The Paying Agent with respect to each Escrow Agreement will distribute on each Regular Distribution Date to the Certificateholders of the Trust to which such Escrow Agreement relates all Scheduled Payments received in respect of the related Deposits, the receipt of which is confirmed by the Paying Agent on such Regular Distribution Date. Subject to the Intercreditor Agreement, on each Regular Distribution Date, the Trustee of each Trust will distribute to the Certificateholders of such Trust all Scheduled Payments received in respect of the Equipment Notes held on behalf of such Trust, the receipt of which is confirmed by such Trustee on such Regular Distribution Date. Each Certificateholder of each Trust will be entitled to receive its proportionate share, based upon its fractional interest in such Trust, of any distribution in respect of Scheduled Payments of interest on Deposits relating to such Trust, and, subject to the Intercreditor Agreement, each Certificateholder of each Trust will be entitled to receive its proportionate share, based upon its fractional interest in such Trust, of any distribution in respect of Scheduled Payments of principal of or interest on the Equipment Notes held on behalf of such Trust. Each such distribution of Scheduled Payments will be made by the applicable Paying Agent or the applicable Trustee, as the case may be, to the Certificateholders of record of the relevant Trust on the record date applicable to such Scheduled Payment (generally,


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15 days prior to each Regular Distribution Date), subject to certain exceptions. (Basic Agreement, Sections 1.01 and 4.02(a); Escrow Agreements, Section 2.03(a)) If a Scheduled Payment is not received by the applicable Paying Agent or the applicable Trustee, as the case may be, on a Regular Distribution Date but is received within five days thereafter, it will be distributed on the date received to such holders of record. If it is received after such five-day period, it will be treated as a Special Payment and distributed as described below. (Intercreditor Agreement, Section 1.01; Escrow Agreements, Section 2.03(d))
 
Any payment in respect of, or any proceeds of, any Equipment Note or the collateral under any Indenture (the “Collateral” ) other than a Scheduled Payment (each, a “Special Payment” ) will be distributed on, in the case of an early redemption or a purchase of any Equipment Note, the date of such early redemption or purchase (which will be a Business Day), and otherwise on the Business Day specified for distribution of such Special Payment pursuant to a notice delivered by each Trustee (as described below) as soon as practicable after the Trustee has received notice of such Special Payment, or has received the funds for such Special Payment (each, a “Special Distribution Date” ). Any such distribution will be subject to the Intercreditor Agreement. (Basic Agreement, Sections 4.02(b) and (c); Trust Supplements, Section 7.01(d))
 
Any Deposits withdrawn because a Triggering Event occurs, and any unused Deposits remaining as of the Delivery Period Termination Date, will be distributed, together with accrued and unpaid interest thereon, but without any premium (each, also a “Special Payment” ), on a date no earlier than 15 days after the Paying Agent has received notice of the event requiring such distribution (also, a “Special Distribution Date” ). However, if the day scheduled for such withdrawal is within 10 days before or after a Regular Distribution Date, the Escrow Agent will request that such withdrawal be made on such Regular Distribution Date. Any such distribution will not be subject to the Intercreditor Agreement. (Escrow Agreements, Sections 1.02(f), 2.03(b) and 2.06)
 
“Triggering Event” means (i) the occurrence of an Indenture Event of Default under all of the Indentures resulting in a PTC Event of Default with respect to the most senior class of Certificates then outstanding, (ii) the acceleration of all of the outstanding Equipment Notes (provided that, with respect to the period prior to the Delivery Period Termination Date, the aggregate principal amount thereof exceeds $330 million) or (iii) certain bankruptcy or insolvency events involving Delta. (Intercreditor Agreement, Section 1.01)
 
Any Deposits withdrawn because an Aircraft suffers an Event of Loss or an Existing Financing Event of Loss (or an event that would constitute such an Event of Loss or Existing Financing Event of Loss but for the requirement that notice be given or time elapse or both), as the case may be, before such Aircraft is financed pursuant to this offering will be distributed, together with accrued and unpaid interest thereon, but without any premium (each, also a “Special Payment”), on a date no earlier than 15 days after the Paying Agent has received notice of the event requiring such distribution (also, a “Special Distribution Date”). Any such distribution will not be subject to the Intercreditor Agreement. (Escrow Agreements, Sections 1.02(e), 2.03(b) and 2.07)
 
Each Paying Agent, in the case of the Deposits, and each Trustee, in the case of the Trust Property, will mail a notice to the Certificateholders of the applicable Trust stating the scheduled Special Distribution Date, the related record date, the amount of the Special Payment and, in the case of a distribution under the applicable Pass Through Trust Agreement, the reason for the Special Payment. In the case of a redemption or purchase of the Equipment Notes held in the related Trust or any withdrawal or return of Deposits described under “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”, such notice will be mailed not less than 15 days prior to the date such Special Payment is scheduled to be distributed, and in the case of any other Special Payment, such notice will be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such Special Payment. (Basic Agreement, Section 4.02(c); Trust Supplements, Section 7.01(d); Escrow Agreements, Sections 2.06 and 2.07) Each distribution of a Special Payment, other than a Final Distribution, on a Special Distribution Date for any Trust will be made by the Paying


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Agent or the Trustee, as applicable, to the Certificateholders of record of such Trust on the record date applicable to such Special Payment. (Basic Agreement, Section 4.02(b); Escrow Agreements, Section 2.03(b)) See “— Indenture Events of Default and Certain Rights Upon an Indenture Event of Default” and “Description of the Equipment Notes — Redemption”.
 
Each Pass Through Trust Agreement requires that the Trustee establish and maintain, for the related Trust and for the benefit of the Certificateholders of such Trust, one or more non-interest bearing accounts (the “Certificate Account” ) for the deposit of payments representing Scheduled Payments received by such Trustee. (Basic Agreement, Section 4.01) Each Pass Through Trust Agreement requires that the Trustee establish and maintain, for the related Trust and for the benefit of the Certificateholders of such Trust, one or more accounts (the “Special Payments Account” ) for the deposit of payments representing Special Payments received by such Trustee, which will be non-interest bearing except in certain limited circumstances where the Trustee may invest amounts in such account in certain Permitted Investments. (Basic Agreement, Section 4.01; Trust Supplements, Section 7.01(c)) Pursuant to the terms of each Pass Through Trust Agreement, the Trustee is required to deposit any Scheduled Payments relating to the applicable Trust received by it in the Certificate Account of such Trust and to deposit any Special Payments so received by it in the Special Payments Account of such Trust. (Basic Agreement, Section 4.01; Trust Supplements, Section 7.01(c)) All amounts so deposited will be distributed by the Trustee on a Regular Distribution Date or a Special Distribution Date, as appropriate. (Basic Agreement, Section 4.02)
 
Each Escrow Agreement requires that the Paying Agent establish and maintain, for the benefit of the applicable Receiptholders, an account (the “Paying Agent Account” ), which will be non-interest bearing, and the Paying Agent is under no obligation to invest any amounts held in the Paying Agent Account. (Escrow Agreements, Section 2.02) Pursuant to the terms of the Deposit Agreements, the Depositary agrees to pay, subject to certain exceptions, interest payable on Deposits and amounts withdrawn from the Deposits as described under “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”, in accordance with the applicable Deposit Agreement, directly into the related Paying Agent Account. (Deposit Agreements, Section 4) All amounts so deposited in the Paying Agent Accounts will be distributed by the Paying Agent on a Regular Distribution Date or Special Distribution Date, as appropriate. See “Description of the Deposit Agreements”.
 
The Final Distribution for each Trust will be made only upon presentation and surrender of the Certificates for such Trust at the office or agency of the Trustee specified in the notice given by the Trustee of such Final Distribution. (Basic Agreement, Section 11.01) See “— Termination of the Trusts” below. Distributions in respect of Certificates issued in global form will be made as described in “— Book-Entry Registration; Delivery and Form” below.
 
If any Regular Distribution Date or Special Distribution Date is not a Business Day, distributions scheduled to be made on such Regular Distribution Date or Special Distribution Date will be made on the next succeeding Business Day and interest will not be added for such additional period. (Basic Agreement, Section 12.11; Trust Supplements, Sections 3.02(c) and 3.02(d))
 
“Business Day” means, with respect to Certificates of any class, any day (a) other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Atlanta, Georgia, Wilmington, Delaware, or, so long as any Certificate of such class is outstanding, the city and state in which the Trustee, the Subordination Agent or any related Loan Trustee maintains its corporate trust office or receives and disburses funds, and (b) solely with respect to drawings under any Liquidity Facility, which is also a “Business Day” as defined in such Liquidity Facility. (Intercreditor Agreement, Section 1.01)
 
Subordination
 
The Certificates are subject to subordination terms set forth in the Intercreditor Agreement. See “Description of the Intercreditor Agreement — Priority of Distributions”.


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Pool Factors
 
The “Pool Balance” of the Certificates issued by any Trust indicates, as of any date, the original aggregate face amount of the Certificates of such Trust less the aggregate amount of all distributions made as of such date in respect of the Certificates of such Trust or in respect of Deposits relating to such Trust, other than distributions made in respect of interest or Make-Whole Amount or reimbursement of any costs and expenses incurred in connection therewith. The Pool Balance of the Certificates issued by any Trust as of any date will be computed after giving effect to any distribution with respect to unused Deposits, payment of principal, if any, on the Equipment Notes or payment with respect to other Trust Property held in such Trust and the distribution thereof to be made on such date. (Trust Supplements, Section 1.01; Intercreditor Agreement, Section 1.01)
 
The “Pool Factor” for each Trust as of any Distribution Date is the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance of such Trust by (ii) the original aggregate face amount of the Certificates of such Trust. The Pool Factor for each Trust as of any Distribution Date will be computed after giving effect to any distribution with respect to unused Deposits, payment of principal, if any, on the Equipment Notes or payments with respect to other Trust Property held in such Trust and the distribution thereof to be made on that date. (Trust Supplements, Section 1.01) The Pool Factor of each Trust will be 1.0000000 on the date of issuance of the Certificates (the “Issuance Date” ); thereafter, the Pool Factor for each Trust will decline as described herein to reflect reductions in the Pool Balance of such Trust. The amount of a Certificateholder’s pro rata share of the Pool Balance of a Trust can be determined by multiplying the original denomination of the Certificateholder’s Certificate of such Trust by the Pool Factor for such Trust as of the applicable Distribution Date. Notice of the Pool Factor and the Pool Balance for each Trust will be mailed to Certificateholders of such Trust on each Distribution Date. (Trust Supplements, Section 5.01(a))
 
The following table sets forth the expected aggregate principal amortization schedule (the “Assumed Amortization Schedule” ) for the Equipment Notes held in each Trust and resulting Pool Factors with respect to such Trust, assuming that all of the Aircraft have been subjected to Indentures and that all of the related Equipment Notes have been acquired by such Trust before the Outside Termination Date. The actual aggregate principal amortization schedule applicable to a Trust and the resulting Pool Factors with respect to such Trust may differ from the Assumed Amortization Schedule because the scheduled distribution of principal payments for any Trust may be affected if, among other things, any Equipment Notes held in such Trust are redeemed or purchased, if a default in payment on any Equipment Note occurs, or if any Aircraft is not subjected to an Indenture and the related Equipment Notes are not acquired by such Trust.
 
                                 
    Class A     Class B  
    Scheduled
    Expected
    Scheduled
    Expected
 
    Principal
    Pool
    Principal
    Pool
 
Date
 
Payments
   
Factor
   
Payments
   
Factor
 
 
Issuance Date
  $ 0.00       1.0000000     $ 0.00       1.0000000  
June 17, 2010
    9,322,664.42       0.9836098       5,968,579.80       0.9502386  
December 17, 2010
    4,210,984.45       0.9762065       5,810,577.40       0.9017945  
June 17, 2011
    23,535,642.19       0.9348285       24,714,129.01       0.6957473  
December 17, 2011
    32,753,131.51       0.8772452       17,070,954.60       0.5534229  
June 17, 2012
    31,827,667.99       0.8212890       2,398,652.78       0.5334248  
December 17, 2012
    30,908,735.89       0.7669484       2,350,760.15       0.5138260  
June 17, 2013
    29,989,803.76       0.7142233       2,302,867.60       0.4946265  
December 17, 2013
    29,070,871.65       0.6631138       2,254,975.01       0.4758262  
June 17, 2014
    28,369,795.34       0.6132369       2,253,765.79       0.4570361  
December 17, 2014
    27,715,300.98       0.5645107       2,269,936.48       0.4381111  


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    Class A     Class B  
    Scheduled
    Expected
    Scheduled
    Expected
 
    Principal
    Pool
    Principal
    Pool
 
Date
 
Payments
   
Factor
   
Payments
   
Factor
 
 
June 17, 2015
    26,676,198.66       0.5176112       2,725,999.82       0.4153839  
December 17, 2015
    25,980,995.54       0.4719341       2,719,214.21       0.3927132  
June 17, 2016
    25,752,727.06       0.4266582       2,634,454.08       0.3707491  
December 17, 2016
    24,626,996.36       0.3833615       44,469,133.28       0.0000000  
June 17, 2017
    23,501,265.63       0.3420439       0.00       0.0000000  
December 17, 2017
    22,375,534.82       0.3027055       0.00       0.0000000  
June 17, 2018
    21,249,804.13       0.2653462       0.00       0.0000000  
December 17, 2018
    20,124,073.41       0.2299661       0.00       0.0000000  
June 17, 2019
    18,983,719.70       0.1965908       0.00       0.0000000  
December 17, 2019
    111,820,086.49       0.0000000       0.00       0.0000000  
 
If the Pool Factor and Pool Balance of a Trust differ from the Assumed Amortization Schedule for such Trust, notice thereof will be provided to the Certificateholders of such Trust as described hereafter. The Pool Factor and Pool Balance of each Trust will be recomputed if there has been an early redemption, purchase or default in the payment of principal or interest in respect of one or more of the Equipment Notes held in a Trust, as described in “— Indenture Events of Default and Certain Rights Upon an Indenture Event of Default”, “Possible Issuance of Additional Certificates and Refinancing of Certificates” and “Description of the Equipment Notes — Redemption”, or a special distribution of unused Deposits attributable to (a) the occurrence of an Event of Loss or an Existing Financing Event of Loss (or an event that would constitute such an Event of Loss or Existing Financing Event of Loss but for the requirement that notice be given or time elapse or both), as the case may be, with respect to an Aircraft before such Aircraft is financed pursuant to this offering, (b) the occurrence of a Triggering Event or (c) unused Deposits remaining after the Delivery Period Termination Date, in each case as described in “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. If the aggregate principal payments scheduled for a Regular Distribution Date prior to the Delivery Period Termination Date will not be as set forth in the Assumed Amortization Schedule for a Trust, notice thereof will be mailed to the Certificateholders of such Trust by no later than the 15th day prior to such Regular Distribution Date. Promptly following (i) the Delivery Period Termination Date or, if applicable, the date any unused Deposits are withdrawn following the Delivery Period Termination Date, if there has been, on or prior to such date, (x) any change in the Pool Factor and the scheduled payments from the Assumed Amortization Schedule or (y) any such redemption, purchase, default or special distribution and (ii) the date of any such redemption, purchase, default or special distribution occurring after the Delivery Period Termination Date or, if applicable the date any unused Deposits are withdrawn following the Delivery Period Termination Date, the Pool Factor, Pool Balance and expected principal payment schedule of each Trust will be recomputed after giving effect thereto and notice thereof will be mailed to the Certificateholders of such Trust. (Trust Supplements, Sections 5.01(c) and 5.01(d)) See “— Reports to Certificateholders”, “— Certificate Buyout Right of Certificateholders”, and “Description of the Deposit Agreements”.
 
Reports to Certificateholders
 
On each Distribution Date, the applicable Trustee will include with each distribution by it of a Scheduled Payment or Special Payment to the Certificateholders of the related Trust a statement, giving effect to such distribution to be made on such Distribution Date, setting forth the following

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information (per $1,000 aggregate principal amount of Certificates as to items (2), (3), (4) and (5) below):
 
(1) the aggregate amount of funds distributed on such Distribution Date under the related Pass Through Trust Agreement and under the related Escrow Agreement, indicating the amount, if any, allocable to each source, including any portion thereof paid by the applicable Liquidity Provider;
 
(2) the amount of such distribution under the related Pass Through Trust Agreement allocable to principal and the amount allocable to Make-Whole Amount (if any);
 
(3) the amount of such distribution under the related Pass Through Trust Agreement allocable to interest, indicating any portion thereof paid by the applicable Liquidity Provider;
 
(4) the amount of such distribution under the related Escrow Agreement allocable to interest, if any;
 
(5) the amount of such distribution under the related Escrow Agreement allocable to unused Deposits, if any; and
 
(6) the Pool Balance and the Pool Factor for such Trust. (Trust Supplements, Section 5.01)
 
As long as the Certificates are registered in the name of The Depository Trust Company (“DTC” ) or its nominee (including Cede & Co. (“Cede” )), on the record date prior to each Distribution Date, the applicable Trustee will request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all DTC Participants reflected on DTC’s books as holding interests in the applicable Certificates on such record date. On each Distribution Date, the applicable Trustee will mail to each such DTC Participant the statement described above and will make available additional copies as requested by such DTC Participant for forwarding to Certificate Owners. (Trust Supplements, Section 5.01(a))
 
In addition, after the end of each calendar year, the applicable Trustee will furnish to each person who at any time during the preceding calendar year was a Certificateholder of record a report containing the sum of the amounts determined pursuant to clauses (1), (2), (3), (4) and (5) above with respect to the applicable Trust for such calendar year or, if such person was a Certificateholder during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to such Trustee and which a Certificateholder reasonably requests as necessary for the purpose of such Certificateholder’s preparation of its U.S. federal income tax returns or foreign income tax returns. (Trust Supplements, Section 5.01(b)) Such report and such other items will be prepared on the basis of information supplied to the applicable Trustee by the DTC Participants and will be delivered by such Trustee to such DTC Participants to be available for forwarding by such DTC Participants to Certificate Owners. (Trust Supplements, Section 5.01(b))
 
At such time, if any, as Certificates are issued in the form of Definitive Certificates, the applicable Trustee will prepare and deliver the information described above to each Certificateholder of record of the applicable Trust as the name and period of record ownership of such Certificateholder appears on the records of the registrar of the applicable Certificates.
 
Indenture Events of Default and Certain Rights Upon an Indenture Event of Default
 
Since the Equipment Notes issued under an Indenture will be held in more than one Trust, a continuing Indenture Event of Default would affect the Equipment Notes held by each such Trust. See “Description of Equipment Notes — Indenture Events of Default, Notice and Waiver” for a list of Indenture Events of Default.
 
If the same institution acts as Trustee of multiple Trusts, such Trustee could be faced with a potential conflict of interest upon an Indenture Event of Default. In such event, each Trustee has indicated that it would resign as Trustee of one or all such Trusts, and a successor trustee would be


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appointed in accordance with the terms of the applicable Pass Through Trust Agreement. U.S. Bank Trust National Association will be the initial Trustee under each Trust. (Basic Agreement, Sections 7.08 and 7.09)
 
Upon the occurrence and during the continuation of an Indenture Event of Default under an Indenture, the Controlling Party may direct the Loan Trustee under such Indenture to accelerate the Equipment Notes issued thereunder and may direct the Loan Trustee under such Indenture in the exercise of remedies thereunder and may sell all (but not less than all) of such Equipment Notes or foreclose and sell the Collateral under such Indenture to any person, subject to certain limitations. See “Description of the Intercreditor Agreement — Intercreditor Rights — Limitations on Exercise of Remedies”. The proceeds of any such sale will be distributed pursuant to the provisions of the Intercreditor Agreement. Any such proceeds so distributed to any Trustee upon any such sale will be deposited in the applicable Special Payments Account and will be distributed to the Certificateholders of the applicable Trust on a Special Distribution Date. (Basic Agreement, Sections 4.01 and 4.02; Trust Supplements, Sections 7.01(c) and 7.01(d))
 
The market for Aircraft or Equipment Notes during the continuation of any Indenture Event of Default may be limited and there can be no assurance as to whether they could be sold or the price at which they could be sold. If any Equipment Notes are sold for less than their outstanding principal amount, or any Aircraft are sold for less than the outstanding principal amount of the related Equipment Notes, certain Certificateholders will receive a smaller amount of principal distributions than anticipated and will not have any claim for the shortfall against Delta (except in the case that Aircraft are sold for less than the outstanding principal amount of the related Equipment Notes), any Liquidity Provider or any Trustee. Neither the Trustee of the Trust holding such Equipment Notes nor the Certificateholders of such Trust, furthermore, could take action with respect to any remaining Equipment Notes held in such Trust as long as no Indenture Event of Default existed with respect thereto.
 
Any amount, other than Scheduled Payments received on a Regular Distribution Date or within five days thereafter, distributed to the Trustee of any Trust by the Subordination Agent on account of the Equipment Notes or other Trust Property held in such Trust following an Indenture Event of Default under any Indenture will be deposited in the Special Payments Account for such Trust and will be distributed to the Certificateholders of such Trust on a Special Distribution Date. (Basic Agreement, Section 4.02(b); Trust Supplements, Sections 1.01 and 7.01(c); Intercreditor Agreement, Sections 1.01 and 2.04)
 
Any funds representing payments received with respect to any defaulted Equipment Notes, or the proceeds from the sale of any Equipment Notes, held by the Trustee in the Special Payments Account for such Trust will, to the extent practicable, be invested and reinvested by such Trustee in certain Permitted Investments pending the distribution of such funds on a Special Distribution Date. (Basic Agreement, Section 4.04) “Permitted Investments” are defined as obligations of the United States or agencies or instrumentalities thereof the payment of which is backed by the full faith and credit of the United States and which mature in not more than 60 days after they are acquired or such lesser time as is required for the distribution of any Special Payments on a Special Distribution Date. (Basic Agreement, Section 1.01)
 
Each Pass Through Trust Agreement provides that the Trustee of the related Trust will, within 90 days after the occurrence of a default (as defined below) known to it, notify the Certificateholders of such Trust by mail of such default, unless such default has been cured or waived; provided that, (i) in the case of defaults not relating to the payment of money, such Trustee will not give notice until the earlier of the time at which such default becomes an Indenture Event of Default and the expiration of 60 days from the occurrence of such default, and (ii) except in the case of default in a payment of principal, Make-Whole Amount (if any), or interest on any of the Equipment Notes held in such Trust, the applicable Trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of such Certificateholders. (Basic Agreement,


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Section 7.02) For the purpose of the provision described in this paragraph only, the term “default” with respect to a Trust means an event that is, or after notice or lapse of time or both would become, an event of default with respect to such Trust or a Triggering Event under the Intercreditor Agreement, and the term “event of default” with respect to a Trust means an Indenture Event of Default under any Indenture pursuant to which Equipment Notes held by such Trust were issued.
 
Each Pass Through Trust Agreement contains a provision entitling the Trustee of the related Trust, subject to the duty of such Trustee during a default to act with the required standard of care, to be offered reasonable security or indemnity by the holders of the Certificates of such Trust before proceeding to exercise any right or power under such Pass Through Trust Agreement or the Intercreditor Agreement at the request of such Certificateholders. (Basic Agreement, Section 7.03(e))
 
Subject to certain qualifications set forth in each Pass Through Trust Agreement and to certain limitations set forth in the Intercreditor Agreement, the Certificateholders of each Trust holding Certificates evidencing fractional undivided interests aggregating not less than a majority in interest in such Trust will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to such Trust or pursuant to the terms of the Intercreditor Agreement or the applicable Liquidity Facility, or exercising any trust or power conferred on such Trustee under such Pass Through Trust Agreement, the Intercreditor Agreement, or such Liquidity Facility, including any right of such Trustee as Controlling Party under the Intercreditor Agreement or as a Noteholder. (Basic Agreement, Section 6.04)
 
Subject to the Intercreditor Agreement, the holders of the Certificates of a Trust evidencing fractional undivided interests aggregating not less than a majority in interest of such Trust may on behalf of the holders of all of the Certificates of such Trust waive any past Indenture Event of Default or “default” under the related Pass Through Trust Agreement and its consequences or, if the Trustee of such Trust is the Controlling Party, may direct such Trustee to so instruct the applicable Loan Trustee; provided, however, that the consent of each holder of a Certificate of a Trust is required to waive (i) a default in the deposit of any Scheduled Payment or Special Payment or in the distribution thereof, (ii) a default in payment of the principal, Make-Whole Amount (if any) or interest with respect to any of the Equipment Notes held in such Trust and (iii) a default in respect of any covenant or provision of the related Pass Through Trust Agreement that cannot be modified or amended without the consent of each Certificateholder of such Trust affected thereby. (Basic Agreement, Section 6.05) Each Indenture will provide that, with certain exceptions, the holders of the majority in aggregate unpaid principal amount of the Equipment Notes issued thereunder may on behalf of all such holders waive any past default or Indenture Event of Default thereunder. Notwithstanding such provisions of the Indentures, pursuant to the Intercreditor Agreement only the Controlling Party will be entitled to waive any such past default or Indenture Event of Default. See “Description of the Intercreditor Agreement — Intercreditor Rights — Controlling Party”.
 
Certificate Buyout Right of Certificateholders
 
After the occurrence and during the continuation of a Certificate Buyout Event, with ten days’ prior written irrevocable notice to the Class A Trustee, the Class B Trustee and each other Class B Certificateholder, and so long as no holder of Additional Certificates (if any) shall have elected to exercise its Additional Holder Buyout Right and given notice of such election, the Class B Certificateholders (other than Delta or any of its affiliates) will have the right (the “Class B Buyout Right” ) to purchase all, but not less than all, of the Class A Certificates on the third Business Day next following the expiry of such ten-day notice period; provided that, with respect to such Certificate Buyout Event, such Class B Buyout Right shall terminate upon notification of an election to exercise an Additional Holder Buyout Right, but shall be revived if the exercise of such Additional Holder Buyout Right is not consummated on the purchase date proposed therefor.
 
If any Additional Certificates are issued, the holders of such Additional Certificates (other than Delta or any of its affiliates) will have the right (the “Additional Holder Buyout Right ” ) — regardless of


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the exercise of purchase rights by any Class B Certificateholder — to purchase all but not less than all of the Class A and Class B Certificates. If Refinancing Certificates are issued, holders of such Refinancing Certificates will have the same right (subject to the same terms and conditions) to purchase Certificates as the holders of the Certificates that such Refinancing Certificates refinanced. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.
 
In each case, the purchase price will be equal to the Pool Balance of the relevant class or classes of Certificates plus accrued and unpaid interest thereon to the date of purchase, without any premium, but including any other amounts then due and payable to the Certificateholders of such class or classes under the related Pass Through Trust Agreement, the Intercreditor Agreement, the related Escrow Agreement, any Equipment Note held as part of the related Trust Property or the related Indenture and Participation Agreement or on or in respect of such Certificates; provided, however, that if such purchase occurs after (i) a record date specified in the related Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date under such Escrow Agreement, such purchase price will be reduced by the aggregate amount of unused Deposits and/or interest to be distributed under such Escrow Agreement (which deducted amounts will remain distributable to, and may be retained by, the Certificateholders of such class or classes as of such record date), or (ii) the record date under the related Pass Through Trust Agreement relating to any Distribution Date, such purchase price will be reduced by the amount to be distributed thereunder on such related Distribution Date (which deducted amounts will remain distributable to, and may be retained by, the Certificateholders of such class or classes as of such record date). Such purchase right may be exercised by any Certificateholder of the class or classes entitled to such right.
 
In each case, if prior to the end of the ten-day notice period, any other Certificateholder(s) of the same class notifies the purchasing Certificateholder that such other Certificateholder(s) want(s) to participate in such purchase, then such other Certificateholder(s) may join with the purchasing Certificateholder to purchase the applicable senior Certificates pro rata based on the interest in the Trust with respect to such class held by each Certificateholder of such class. Upon consummation of such a purchase, no other Certificateholder of the same class as the purchasing Certificateholder will have the right to purchase the Certificates of the applicable class or classes during the continuance of such Certificate Buyout Event. If Delta or any of its affiliates is a Certificateholder, it will not have the purchase rights described above. (Trust Supplements, Section 6.01)
 
A “Certificate Buyout Event” means that a Delta Bankruptcy Event has occurred and is continuing and either of the following events has occurred: (A) (i) the 60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy Code (the “60-Day Period ” ) has expired and (ii) Delta has not entered into one or more agreements under Section 1110(a)(2)(A) of the Bankruptcy Code to perform all of its obligations under all of the Indentures and has not cured defaults thereunder in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code or, if it has entered into such agreements, has at any time thereafter failed to cure any default under any of the Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code; or (B) if prior to the expiry of the 60-Day Period, Delta will have abandoned any Aircraft. (Intercreditor Agreement, Section 1.01)
 
PTC Event of Default
 
A “PTC Event of Default” with respect to each Pass Through Trust Agreement and the related class of Certificates means the failure to distribute within ten Business Days after the applicable Distribution Date either:
 
  •  the outstanding Pool Balance of such class of Certificates on the Final Legal Distribution Date for such class; or
 
  •  the interest scheduled for distribution on such class of Certificates on any Distribution Date (unless the Subordination Agent has made an Interest Drawing, or a withdrawal from the Cash Collateral Account for such class of Certificates, in an aggregate amount sufficient to pay such


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  interest and has distributed such amount to the Trustee entitled thereto). (Intercreditor Agreement, Section 1.01)
 
Any failure to make expected principal distributions with respect to any class of Certificates on any Regular Distribution Date (other than the Final Legal Distribution Date) will not constitute a PTC Event of Default with respect to such Certificates.
 
A PTC Event of Default with respect to the most senior outstanding class of Certificates resulting from an Indenture Event of Default under all Indentures will constitute a Triggering Event.
 
Merger, Consolidation and Transfer of Assets
 
Delta will be prohibited from consolidating with or merging into any other entity where Delta is not the surviving entity or conveying, transferring, or leasing substantially all of its assets as an entirety to any other entity unless:
 
  •  the successor or transferee entity is organized and validly existing under the laws of the United States or any state thereof or the District of Columbia;
 
  •  the successor or transferee entity is, if and to the extent required under Section 1110 in order that the Loan Trustee continues to be entitled to any benefits of Section 1110 with respect to an Aircraft, a “citizen of the United States” (as defined in Title 49 of the United States Code relating to aviation (the “Transportation Code” )) holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of the Transportation Code;
 
  •  the successor or transferee entity expressly assumes all of the obligations of Delta contained in the Basic Agreement and any Trust Supplement, the Note Purchase Agreement, the Equipment Notes, the Indentures and the Participation Agreements;
 
  •  if the Aircraft are, at the time, registered with the FAA or such person is located in a “Contracting State” (as such term is used in the Cape Town Treaty), the transferor or successor entity makes such filings and recordings with the FAA pursuant to the Transportation Code and registrations under the Cape Town Treaty, or, if the Aircraft are, at the time, not registered with the FAA, the transferor or successor entity makes such filings and recordings with the applicable aviation authority, as are necessary to evidence such consolidation, merger, conveyance, transfer or lease; and
 
  •  Delta has delivered a certificate and an opinion or opinions of counsel indicating that such transaction, in effect, complies with such conditions.
 
In addition, after giving effect to such transaction, no Indenture Event of Default shall have occurred and be continuing. (Basic Agreement, Section 5.02; Trust Supplements, Section 8.01; Participation Agreements, Section 6.02(e); Note Purchase Agreement, Section 4(a)(iii))
 
None of the Certificates, Equipment Notes or underlying agreements will contain any covenants or provisions which may afford the applicable Trustee or Certificateholders protection in the event of a highly leveraged transaction, including transactions effected by management or affiliates, which may or may not result in a change in control of Delta.
 
Modification of the Pass Through Trust Agreements and Certain Other Agreements
 
Each Pass Through Trust Agreement contains provisions permitting Delta and the Trustee thereof to enter into one or more agreements supplemental to such Pass Through Trust Agreement or, at the request of Delta, permitting or requesting the execution of amendments or agreements supplemental to the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any of the Participation Agreements or any Liquidity


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Facility, without the consent of the holders of any of the Certificates of such Trust to, among other things:
 
  •  evidence the succession of another corporation or entity to Delta and the assumption by such corporation or entity of the covenants of Delta contained in such Pass Through Trust Agreement or of Delta’s obligations under the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility;
 
  •  add to the covenants of Delta for the benefit of holders of any Certificates or surrender any right or power conferred upon Delta in such Pass Through Trust Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility;
 
  •  cure any ambiguity or correct any mistake or inconsistency contained in the Basic Agreement, any related Trust Supplement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility;
 
  •  make or modify any other provision with respect to matters or questions arising under the Basic Agreement, any related Trust Supplement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility as Delta may deem necessary or desirable and that will not materially adversely affect the interests of the holders of the related Certificates;
 
  •  comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which any Certificates are listed (or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary or of any regulatory body;
 
  •  modify, eliminate or add to the provisions of such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility, to the extent necessary to establish or continue the qualification of such Pass Through Trust Agreement (including any supplemental agreement), the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act” ), or under any similar federal statute enacted after the date of such Pass Through Trust Agreement, and with certain exceptions, add to such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility, such other provisions as may be expressly permitted by the Trust Indenture Act;
 
  •  (i) evidence and provide for a successor Trustee under such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement, any Indenture or any Liquidity Facility with respect to one or more Trusts, (ii) evidence the substitution of a Liquidity Provider with a replacement liquidity provider or to provide for any Replacement Facility, all as provided in the Intercreditor Agreement, (iii) evidence the substitution of the Depositary with a replacement depositary or provide for a replacement deposit agreement, all as provided in the Note Purchase Agreement, (iv) evidence and provide for a successor Escrow Agent or Paying Agent under the related Escrow Agreement or (v) add to or change any of the provisions of such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Participation Agreement or any Liquidity Facility as necessary to provide for or facilitate the administration of


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  the Trust under such Pass Through Trust Agreement by more than one trustee or to provide multiple liquidity facilities for one or more Trusts;
 
  •  provide certain information to the Trustee as required in such Pass Through Trust Agreement;
 
  •  add to or change any provision of such Pass Through Trust Agreement or any Trust Supplement to the extent necessary to facilitate the issuance of such Certificates in bearer form or to facilitate or provide for the issuance of such Certificates in global form in addition to or in place of Certificates in certificated form;
 
  •  provide for the delivery of any agreement supplemental to such Pass Through Trust Agreement or any Certificates in or by means of any computerized, electronic or other medium, including by computer diskette;
 
  •  correct or supplement the description of any property of such Trust;
 
  •  modify, eliminate or add to the provisions of the Basic Agreement or any Trust Supplement to reflect the substitution of a substitute aircraft for any Aircraft; or
 
  •  make any other amendments or modifications to the Basic Agreement; provided that such amendments or modifications will only apply to Certificates of one class or more to be hereafter issued;
 
provided, however, that, no such supplemental agreement shall cause any Trust to become an association taxable as a corporation for U.S. federal income tax purposes. (Basic Agreement, Section 9.01; Trust Supplements, Section 8.02)
 
Each Pass Through Trust Agreement also contains provisions permitting Delta and the related Trustee to enter into one or more agreements supplemental to such Pass Through Trust Agreement or, at the request of Delta, permitting or requesting the execution of amendments or agreements supplemental to any other Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement, any Certificate, any Participation Agreement, any other operative document with respect to any Aircraft or any Liquidity Facility, without the consent of the Certificateholders of the related Trust, to provide for the issuance of Additional Certificates or Refinancing Certificates, the formation of related trusts, the purchase by such trusts of the related equipment notes, the establishment of certain matters with respect to such Additional Certificates or Refinancing Certificates, and other matters incidental thereto or as otherwise contemplated by the Basic Agreement, all as provided in, and subject to certain terms and conditions set forth in, the Note Purchase Agreement and the Intercreditor Agreement. (Trust Supplements, Section 8.02) See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.
 
Each Pass Through Trust Agreement also contains provisions permitting the execution, with the consent of the holders of the Certificates of the related Trust evidencing fractional undivided interests aggregating not less than a majority in interest of such Trust, of supplemental agreements adding any provisions to or changing or eliminating any of the provisions of such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility to the extent applicable to such Certificateholders or modifying the rights of such Certificateholders under such Pass Through Trust Agreement, the related Deposit Agreement, the related Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility, except that no such supplemental agreement may, without the consent of the holder of each outstanding Certificate adversely affected thereby:
 
  •  reduce in any manner the amount of, or delay the timing of, any receipt by the related Trustee (or, with respect to the Deposits, the Receiptholders) of payments on the Equipment Notes held in such Trust, or distributions in respect of any Certificate of such Trust (or, with respect to the Deposits, payments upon the Deposits), or change the date or place of any payment on any such Certificate or change the coin or currency in which any such Certificate is payable, or


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  impair the right of any Certificateholder of such Trust to institute suit for the enforcement of any such payment or distribution when due;
 
  •  permit the disposition of any Equipment Note held in such Trust or otherwise deprive such Certificateholder of the benefit of the ownership of the Equipment Notes in such Trust, except as provided in such Pass Through Trust Agreement, the Intercreditor Agreement or any applicable Liquidity Facility;
 
  •  alter the priority of distributions specified in the Intercreditor Agreement in a manner materially adverse to the interests of any holders of any outstanding Certificates;
 
  •  modify certain amendment provisions in such Pass Through Trust Agreement, except to increase the percentage of the aggregate fractional undivided interests of the related Trust provided for in such Pass Through Trust Agreement, the consent of the Certificateholders of which is required for any such supplemental agreement provided for in such Pass Through Trust Agreement, or to provide that certain other provisions of such Pass Through Trust Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate of such class affected thereby; or
 
  •  cause any Trust to become an association taxable as a corporation for U.S. federal income tax purposes. (Basic Agreement, Section 9.02; Trust Supplements, Section 8.03)
 
Notwithstanding any other provision, no amendment or modification of the buyout rights described in “— Buyout Right of Certificateholders” shall be effective unless the Trustee of each class of Certificates affected by such amendment or modifications shall have consented thereto. (Trust Supplements, Section 8.04)
 
If a Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Note in trust for the benefit of the Certificateholders of the relevant Trust or as Controlling Party under the Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture, any Participation Agreement, any Equipment Note, the Note Purchase Agreement or certain other related documents, then subject to the provisions described above in respect of modifications for which consent of such Certificateholders is not required, such Trustee will forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder of the relevant Trust registered on the register of such Trust as of the date of such notice. Such Trustee will request from the Certificateholders of such Trust a direction as to:
 
  •  whether or not to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action that a Noteholder of such Equipment Note or the Controlling Party has the option to direct;
 
  •  whether or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications or supplements as such a Noteholder or as Controlling Party; and
 
  •  how to vote (or direct the Subordination Agent to vote) any such Equipment Note if a vote has been called for with respect thereto. (Basic Agreement, Section 10.01; Intercreditor Agreement, Section 8.01(b))
 
Provided such a request for a Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing):
 
  •  other than as the Controlling Party, such Trustee will vote for or give consent to any such action with respect to such Equipment Note in the same proportion as that of (x) the aggregate face amount of all Certificates actually voted in favor of or for giving consent to such action by


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  such direction of Certificateholders to (y) the aggregate face amount of all outstanding Certificates of such Trust; and
 
  •  as the Controlling Party, such Trustee will vote as directed in such Certificateholder direction by the Certificateholders evidencing fractional undivided interests aggregating not less than a majority in interest in such Trust. (Basic Agreement, Section 10.01)
 
For purposes of the immediately preceding paragraph, a Certificate is deemed “actually voted” if the Certificateholder thereof has delivered to the applicable Trustee an instrument evidencing such Certificateholder’s consent to such direction prior to one Business Day before such Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to certain rights of the Certificateholders under the relevant Pass Through Trust Agreement and subject to the Intercreditor Agreement, such Trustee may, in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination Agent to consent and notify the relevant Loan Trustee of such consent) to any amendment, modification, waiver or supplement under any related Indenture, Participation Agreement, Equipment Note or the Note Purchase Agreement or certain other related documents, if an Indenture Event of Default under any Indenture has occurred and is continuing, or if such amendment, modification, waiver or supplement will not materially adversely affect the interests of such Certificateholders. (Basic Agreement, Section 10.01)
 
Pursuant to the Intercreditor Agreement, with respect to any Indenture at any given time, the Loan Trustee under such Indenture will be directed by the Subordination Agent (as directed by the respective Trustees or by the Controlling Party, as applicable) in taking, or refraining from taking, any action thereunder or with respect to the Equipment Notes issued under such Indenture that are held by the Subordination Agent as the property of the relevant Trust. Any Trustee acting as Controlling Party will direct the Subordination Agent as such Trustee is directed by Certificateholders evidencing fractional undivided interests aggregating not less than a majority in interest in the relevant Trust. (Intercreditor Agreement, Section 2.06 and 8.01(b)) Notwithstanding the foregoing, without the consent of each Liquidity Provider and each Certificateholder holding Certificates representing a fractional undivided interest in the Equipment Notes under the applicable Indenture held by the Subordination Agent, among other things, no amendment, supplement, modification, consent or waiver of or relating to such Indenture, any related Equipment Note, Participation Agreement or other related document will: (i) reduce the principal amount of, Make-Whole Amount, if any, or interest on, any Equipment Note under such Indenture; (ii) change the date on which any principal amount of, Make-Whole Amount, if any, or interest on any Equipment Note under such Indenture, is due or payable; (iii) create any lien with respect to the Collateral subject to such Indenture prior to or pari passu with the lien thereon under such Indenture except such as are permitted by such Indenture; or (iv) reduce the percentage of the outstanding principal amount of the Equipment Notes under such Indenture the consent of whose holders is required for any supplemental agreement, or the consent of whose holders is required for any waiver of compliance with certain provisions of such Indenture or of certain defaults thereunder or their consequences provided for in such Indenture. In addition, without the consent of each Certificateholder, no such amendment, modification, consent or waiver will, among other things, deprive any Certificateholder of the benefit of the lien of any Indenture on the related Collateral, except as provided in connection with the exercise of remedies under such Indenture. (Intercreditor Agreement, Section 8.01(b)) See “— Indenture Events of Default and Certain Rights Upon an Indenture Event of Default” for a description of the rights of the Certificateholders of each Trust to direct the respective Trustees.
 
Obligation to Purchase Equipment Notes
 
The Trustees will be obligated to purchase the Equipment Notes issued with respect to each Aircraft prior to the Delivery Period Termination Date subject to the terms and conditions of a note purchase agreement (the “Note Purchase Agreement”) and the forms of financing agreements attached to the Note Purchase Agreement. On and subject to the terms and conditions of the Note


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Purchase Agreement and such forms, Delta agrees to enter into a secured debt financing with respect to each 2000-1 Aircraft on or prior to December 31, 2010 and with respect to each 2009 Aircraft within 90 days after the Issuance Date, in each case with the other relevant parties pursuant to a Participation Agreement and an Indenture that are substantially in the forms attached to the Note Purchase Agreement.
 
The description of such financing agreements in this prospectus is based on the forms of such agreements attached to the Note Purchase Agreement. However, the terms of the financing agreements actually entered into may differ from the forms of such agreements and, consequently, may differ from the description of such agreements contained in this prospectus. See “Description of the Equipment Notes”. Although such changes are permitted, under the Note Purchase Agreement, Delta must obtain written confirmation from each Rating Agency that the use of financing agreements modified in any material respect from the forms attached to the Note Purchase Agreement will not result in a withdrawal, suspension or downgrading of the rating of each class of Certificates then rated by such Rating Agency and that remains outstanding. The terms of such financing agreements also must comply with the Required Terms. In addition, Delta, subject to certain exceptions, is obligated to certify to the Trustees that any substantive modifications do not materially and adversely affect the Certificateholders or any Liquidity Provider.
 
Under the Note Purchase Agreement, the Trustees will not be obligated to purchase the Equipment Notes to be issued with respect to an Aircraft if such Aircraft has suffered an Event of Loss or an Existing Financing Event of Loss (or an event that would constitute such an Event of Loss or an Existing Financing Event of Loss but for the requirement that notice be given or time elapse or both), as the case may be. In addition, under the Note Purchase Agreement, the Trustees will not be obligated to purchase the Equipment Notes to be issued with respect to any Aircraft not yet financed if a Triggering Event has occurred or for other reasons. The Trustees will have no right or obligation to purchase the Equipment Notes to be issued with respect to any Aircraft after the Delivery Period Termination Date.
 
The “Required Terms”, as defined in the Note Purchase Agreement, mandate that:
 
  •  the original principal amount and principal amortization schedule for each series of Equipment Notes issued with respect to each Aircraft will be as set forth in the table for that Aircraft included in Appendix V (each such principal amortization schedule to be expressed in percentages of original principal amount).
 
  •  the interest rate applicable to each series of Equipment Notes must be equal to the interest rate applicable to the Certificates issued by the corresponding trust.
 
  •  the payment dates for the Equipment Notes must be June 17 and December 17.
 
  •  (a) the past due rate in the Indentures, (b) the Make-Whole Amount payable under the Indentures, (c) the provisions relating to the redemption of the Equipment Notes in the Indentures, and (d) the indemnification of the Loan Trustees, the Subordination Agent, the Liquidity Providers, the Trustees and the Escrow Agent with respect to certain claims, expenses and liabilities, in each case will be provided as set forth, as applicable, in the form of Indenture attached as an exhibit to the Note Purchase Agreement (the “Indenture Form” ) or the form of Participation Agreement attached as an exhibit to the Note Purchase Agreement (the “Participation Agreement Form” ).
 
  •  the amounts payable under the all-risk aircraft hull insurance maintained with respect to each Aircraft must be not less than 110% of the unpaid principal amount of the related Equipment Notes, subject to certain rights of self-insurance.
 
  •  modifications in any material adverse respect are prohibited with respect to (i) the Granting Clause of the Indenture Form so as to deprive holders of Equipments Notes under all the Indentures of a first priority security interest in and mortgage lien on the Aircraft or, to the


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  extent assigned, certain of Delta’s rights under its purchase agreement with the Aircraft manufacturer or to eliminate the obligations intended to be secured thereby, (ii) certain provisions relating to the issuance, redemption, payments, and ranking of the Equipment Notes (including the obligation to pay the Make-Whole Amount in certain circumstances), (iii) certain provisions regarding Indenture Event of Defaults and remedies relating thereto, (iv) certain provisions relating to the replacement of the airframe or engines with respect to an Aircraft following an Event of Loss with respect to such Aircraft, (v) certain provisions relating to claims, actions, third party beneficiaries, voting, Section 1110 and Aircraft re-registration, (vi) the definition of Make-Whole Amount and (vii) the provision that New York law will govern the Indentures.
 
  •  modifications in any material adverse respect are prohibited with respect to (i) certain conditions to the obligations of the Trustees to purchase the Equipment Notes issued with respect to an Aircraft involving good title to such Aircraft, obtaining a certificate of airworthiness with respect to such Aircraft, entitlement to the benefits of Section 1110 with respect to such Aircraft and filings of certain documents with the FAA, (ii) the provisions restricting transfers of Equipment Notes, (iii) certain provisions relating to UCC filings, representations and warranties, taxes, filings or third party beneficiaries, (iv) certain provisions requiring the delivery of legal opinions and (v) the provision that New York law will govern the Participation Agreements.
 
Notwithstanding the foregoing, the Indenture Form or the Participation Agreement Form may be modified to the extent required for the successive redemption of the Series B Equipment Notes (or any Additional Equipment Notes) and issuance of Refinancing Equipment Notes or the issuance of any Additional Equipment Notes or the issuance of pass through certificates by any pass through trust that acquires such Refinancing Equipment Notes or Additional Equipment Notes, as applicable, or to provide for any credit support for any pass through certificates relating to any such Refinancing Equipment Notes or Additional Equipment Notes, as applicable, in each case as provided in the Note Purchase Agreement.
 
Termination of the Trusts
 
With respect to each Trust, the obligations of Delta and the Trustee of such Trust will terminate upon the distribution to the Certificateholders of such Trust and to such Trustee of all amounts required to be distributed to them pursuant to the applicable Pass Through Trust Agreement and the disposition of all property held in such Trust. The applicable Trustee will mail to each Certificateholder of such Trust, not earlier than 60 days and not later than 15 days preceding such final distribution, notice of the termination of such Trust, the amount of the proposed final payment, the proposed date for the distribution of such final payment for such Trust and certain other information. The Final Distribution to any Certificateholder of such Trust will be made only upon surrender of such Certificateholder’s Certificates at the office or agency of the applicable Trustee specified in such notice of termination. (Basic Agreement, Section 11.01)
 
In the event that all of the Certificateholders of such Trust do not surrender their Certificates issued by such Trust for cancellation within six months after the date specified in such written notice, the Trustee of such Trust will give a second written notice to the remaining Certificateholders of such Trust to surrender such Certificates for cancellation and receive the final distribution. No additional interest will accrue with respect to such Certificates after the Distribution Date specified in the first written notice. In the event that any money held by the Trustee of such Trust for the payment of distributions on the Certificates issued by such Trust remains unclaimed for two years (or such lesser time as such Trustee shall be satisfied, after sixty days’ notice from Delta, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, such Trustee will pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and will give written notice thereof to Delta. (Basic Agreement, Section 11.01)


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The Trustees
 
The Trustee of each Trust initially will be U.S. Bank Trust National Association. Each Trustee’s address is U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Mail Code EX-DE-WDAW, Wilmington, Delaware 19801, Attention: Corporate Trust Services (Reference: Delta 2009-1 EETC).
 
With certain exceptions, the Trustees make no representations as to the validity or sufficiency of the Basic Agreement, the Trust Supplements, the Certificates, the Equipment Notes, the Indentures, the Intercreditor Agreement, the Participation Agreements, any Liquidity Facility, the Note Purchase Agreement, the Deposit Agreements, the Escrow Agreements or other related documents. (Basic Agreement, Sections 7.04 and 7.15; Trust Supplements, Sections 7.03 and 7.04) The Trustee of any Trust will not be liable to the Certificateholders of such Trust for any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of a majority in face amount of outstanding Certificates of such Trust. (Basic Agreement, Section 7.03(h)) Subject to certain provisions, no Trustee will be under any obligation to exercise any of its rights or powers under any Pass Through Trust Agreement at the request of any holders of Certificates issued thereunder unless there has been offered to such Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by such Trustee in exercising such rights or powers. (Basic Agreement, Section 7.03(e)) Each Pass Through Trust Agreement provides that the applicable Trustee and any related agent or affiliate in their respective individual or any other capacity may acquire and hold Certificates issued thereunder and, subject to certain conditions, may otherwise deal with Delta with the same rights it would have if it were not such Trustee, agent or affiliate. (Basic Agreement, Section 7.05)
 
Book-Entry Registration; Delivery and Form
 
General
 
On the Issuance Date, the Class A and Class B Certificates will each be represented by one or more fully registered global Certificates (each, a “Global Certificate” ) of the applicable class and will be deposited with the related Trustee as custodian for DTC and registered in the name of Cede, as nominee of DTC. Except in the limited circumstances described below, owners of beneficial interests in Global Certificates will not be entitled to receive physical delivery of Definitive Certificates. The Certificates will not be issuable in bearer form.
 
DTC
 
DTC has informed Delta as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants (“DTC Participants”) and facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”).
 
Delta expects that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Certificates, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Certificates to the accounts of persons who have accounts with such depositary and (ii) ownership of beneficial interests in the Global Certificates will be shown on, and the transfer of that ownership will be effected only through,


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records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of persons other than DTC Participants). Such accounts initially will be designated by or on behalf of the Underwriters. Ownership of beneficial interests in the Global Certificates will be limited to DTC Participants or persons who hold interests through DTC Participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities. Such limits and such laws may limit the market for beneficial interests in the Global Certificates. Qualified Institutional Buyers (as defined under the Securities Act of 1933, as amended (the “Securities Act”)) may hold their interests in the Global Certificates directly through DTC if they are DTC Participants, or indirectly through organizations that are DTC Participants.
 
So long as DTC or its nominee is the registered owner or holder of the Global Certificates, DTC or such nominee, as the case may be, will be considered the sole record owner or holder of the Certificates represented by such Global Certificates for all purposes under the Certificates and Pass Through Trust Agreements. All references in this prospectus to actions by the Certificateholders shall refer to actions taken by DTC upon instructions from DTC Participants, and all references to distributions, notices, reports and statements to the Certificateholders will refer, as the case may be, to distributions, notices, reports and statements to DTC or such nominee, as the registered holder of the Certificates. No beneficial owners of an interest in the Global Certificates will be able to transfer that interest except in accordance with DTC’s applicable procedures, in addition to those provided or under the applicable Pass Through Trust Agreement. Such beneficial owners of an interest in the Global Certificates, and registered owners of a Definitive Certificate, are referred to herein individually as a “Certificate Owner” and collectively as the “Certificate Owners”. DTC has advised Delta that it will take any action permitted to be taken by a Certificateholder under the applicable Pass Through Trust Agreement only at the direction of one or more DTC Participants to whose accounts with DTC the Global Certificates are credited. Additionally, DTC has advised Delta that in the event any action requires approval by a certain percentage of the Certificateholders of a particular class, DTC will take such action only at the direction of and on behalf of DTC Participants whose holders include undivided interests that satisfy any such percentage. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of DTC Participants whose holders include such undivided interests.
 
Under the rules, regulations and procedures creating and affecting DTC and its operations (the “DTC Rules”), DTC is required to make book-entry transfers of Certificates among DTC Participants on whose behalf it acts with respect to such Certificates. Certificate Owners of Certificates that are not DTC Participants but that desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Certificates may do so only through DTC Participants. DTC Participants and Indirect Participants with which Certificate Owners have accounts with respect to such Certificates, however, are required to make book-entry transfers on behalf of their respective customers. In addition, under the DTC Rules, DTC is required to receive and transmit to the DTC Participants distributions of principal of, Make-Whole Amount, if any, and interest with respect to the Certificates. Such Certificate Owners thus will receive all distributions of principal, Make-Whole Amount, if any, and interest from the relevant Trustee through DTC Participants or Indirect Participants, as the case may be. Under this book entry system, such Certificate Owners may experience some delay in their receipt of payments because such payments will be forwarded by the relevant Trustee to Cede, as nominee for DTC, and DTC in turn will forward the payments to the appropriate DTC Participants in amounts proportionate to the principal amount of such DTC Participants’ respective holdings of beneficial interests in the relevant Certificates, as shown on the records of DTC or its nominee. Distributions by DTC Participants to Indirect Participants or Certificate Owners, as the case may be, will be the responsibility of such DTC Participants.
 
Unless and until Definitive Certificates are issued under the limited circumstances described herein, the only “Certificateholder” under each Pass Through Trust Agreement will be Cede, as nominee of DTC. Certificate Owners of Certificates therefore will not be recognized by the Trustees as


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Certificateholders, as such term is used in the Pass Through Trust Agreements, and such Certificate Owners will be permitted to exercise the rights of Certificateholders only indirectly through DTC and DTC Participants. Conveyance of notices and other communications by DTC to DTC Participants and by DTC Participants to Indirect Participants and to such Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
 
Payments of the principal of, Make-Whole Amount (if any) and interest on the Global Certificates will be made to DTC or its nominee, as the case may be, as the registered owner thereof. Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Certificate may be subject to various policies and procedures adopted by DTC from time to time. Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a Certificateholder to pledge its interest to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such interest, may be limited due to the lack of a physical certificate for such interest.
 
Neither Delta nor the Trustees, nor any paying agent or registrar with respect to the Certificates, will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Certificates or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for the performance by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the DTC Rules or any other statutory, regulatory, contractual or customary procedures governing their obligations. (Trust Supplements, Section 4.03(f))
 
Delta expects that DTC or its nominee, upon receipt of any payment of principal, Make-Whole Amount (if any) or interest in respect of the Global Certificates, will credit DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the face amount of such Global Certificates, as shown on the records of DTC or its nominee. Delta also expects that payments by DTC Participants to owners of beneficial interests in such Global Certificates held through such DTC Participants will be governed by the standing instructions and customary practices of such DTC Participants. Such payments will be the responsibility of such DTC Participants.
 
Although DTC is expected to follow the foregoing procedures in order to facilitate transfers in a Global Certificate among participants of DTC, it is under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.
 
Same-Day Settlement
 
As long as Certificates are registered in the name of DTC or its nominee, all payments made by Delta to the Loan Trustee under any Indenture will be in immediately available funds. Such payments, including the final distribution of principal with respect to the Certificates, will be passed through to DTC in immediately available funds.
 
Any Certificates registered in the name of DTC or its nominee will trade in DTC’s Same Day Funds Settlement System until maturity, and secondary market trading activity in the Certificates will therefore be required by DTC to settle in immediately available funds. No assurance can be given as the effect, if any, of settlement in same day funds on trading activity in the Certificates.
 
Definitive Certificates
 
Interests in Global Certificates will be exchangeable or transferable, as the case may be, for certificates in definitive, physical registered form (“Definitive Certificates”) only if (i) DTC advises the applicable Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depositary with respect to such Certificates and a successor depositary is not appointed by such Trustee within 90 days of such notice, (ii) Delta, at its option, elects to terminate


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the book-entry system through DTC or (iii) after the occurrence of an Indenture Event of Default, Certificateholders with fractional undivided interests aggregating not less than a majority in interest in a Trust advise the applicable Trustee, Delta and DTC through DTC Participants in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in such Certificateholders’ best interest. Neither Delta nor any Trustee will be liable if Delta or such Trustee is unable to locate a qualified successor clearing system. (Trust Supplements, Section 4.03(b))
 
In connection with the occurrence of any event described in the immediately preceding paragraph, the Global Certificates will be deemed surrendered, and the Trustees will execute, authenticate and deliver to each Certificate Owner of such Global Certificates in exchange for such Certificate Owner’s beneficial interest in such Global Certificates, an equal aggregate principal amount of Definitive Certificates of authorized denominations, in each case as such Certificate Owner and related aggregate principal amount have been identified and otherwise set forth (together with such other information as may be required for the registration of such Definitive Certificates) in registration instructions that shall have been delivered by or on behalf of DTC to the Class A Trustee. (Trust Supplements, Section 4.03(d)) Delta, the Trustees and each registrar and paying agent with respect to the Certificates (i) shall not be liable for any delay in delivery of such registration instructions, and (ii) may conclusively rely on, and shall be protected in relying on, such registration instructions. (Trust Supplements, Section 4.03(f))
 
Distribution of principal, Make-Whole Amount (if any) and interest with respect to Definitive Certificates will thereafter be made by the applicable Trustee in accordance with the procedures set forth in the applicable Pass Through Trust Agreement directly to holders in whose names the Definitive Certificates were registered at the close of business on the applicable record date. Such distributions will be made by check mailed to the address of such holder as it appears on the register maintained by the applicable Trustee. The final payment on any such Definitive Certificate, however, will be made only upon presentation and surrender of the applicable Definitive Certificate at the office or agency specified in the notice of final distribution to the applicable Certificateholders.
 
Definitive Certificates issued in exchange for Global Certificates will be transferable and exchangeable at the office of the applicable Trustee upon compliance with the requirements set forth in the applicable Pass Through Trust Agreement. No service charge will be imposed for any registration of transfer or exchange, but payment of a sum sufficient to cover any tax or other governmental charge will be required. The Certificates are registered instruments, title to which passes upon registration of the transfer of the books of the applicable Trustee in accordance with the terms of the applicable Pass Through Trust Agreement. (Basic Agreement, Section 3.04)


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DESCRIPTION OF THE DEPOSIT AGREEMENTS
 
The following summary describes certain material terms of the Deposit Agreements, as well as certain related provisions of the Escrow Agreements and the Note Purchase Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Deposit Agreements and the related provisions of the Escrow Agreements and the Note Purchase Agreement, copies of which will be filed as exhibits to a Current Report on Form 8-K to be filed by Delta with the SEC.
 
General
 
Under the Escrow Agreements, the Escrow Agent with respect to each Trust will enter into a separate Deposit Agreement with the Depositary (each, a “Deposit Agreement”). (Escrow Agreements, Section 1.02(a)) Pursuant to the Deposit Agreements, the Depositary will establish separate accounts into which the proceeds of the offering attributable to Certificates of the applicable Trust will be deposited (each, a “Deposit”) on behalf of the Escrow Agent for the applicable Trust. (Deposit Agreements, Section 2.1) For each Trust, there will be a separate Deposit for each Aircraft that is to be financed in this offering. Pursuant to the Deposit Agreements, except as described below under “— Other Withdrawals and Return of Deposits”, on each Regular Distribution Date, the Depositary under each Deposit Agreement will pay to the Paying Agent on behalf of the Escrow Agent, for distribution to the applicable Certificateholders, an amount equal to the interest accrued on the Deposits during the relevant interest period at a rate per annum equal to the interest rate applicable to Certificates issued by the applicable Trust. (Deposit Agreements, Section 2.2) The Deposits and interest paid thereon will not be subject to the subordination provisions of the Intercreditor Agreement and will not be available to pay any other amount in respect of the Certificates.
 
Withdrawal of Deposits to Purchase Equipment Notes
 
Upon the financing of an Aircraft under the related Indenture prior to the Delivery Period Termination Date, the Trustee of each Trust will request the Escrow Agent relating to such Trust to withdraw from the Deposits relating to such Trust funds sufficient to enable the Trustee of such Trust to purchase the Equipment Notes of the series applicable to such Trust issued with respect to such Aircraft. (Note Purchase Agreement, Sections 1(b) and 1(d); Escrow Agreements, Section 1.02(c)) Any portion of any Deposit so withdrawn that is not used to purchase such Equipment Notes will be re-deposited by the Escrow Agent or each Trustee on behalf of the Escrow Agent into a new account with the Depositary (each such deposit, also a “Deposit”). (Deposit Agreements, Section 2.4; Escrow Agreements, Section 1.06) Except as described below under “— Other Withdrawals and Return of Deposits”, the Depositary will pay accrued but unpaid interest on all Deposits withdrawn to purchase Equipment Notes on the next Regular Distribution Date to the Paying Agent, on behalf of the applicable Escrow Agent, for distribution to the Certificateholders. (Deposit Agreements, Sections 2.2 and 4; Escrow Agreements, Section 2.03(a))
 
Other Withdrawals and Return of Deposits
 
The Trustees’ obligations to purchase Equipment Notes to be issued with respect to each Aircraft are subject to satisfaction of certain conditions at the time of the financing of such Aircraft under the related Indenture, as set forth in the Note Purchase Agreement and the related Participation Agreement. See “Description of the Certificates — Obligation to Purchase Equipment Notes”. Since such Aircraft are expected to be subjected to the financing of this offering from time to time prior to the Delivery Period Termination Date, no assurance can be given that all such conditions will be satisfied with respect to each such Aircraft prior to the Delivery Period Termination Date. If any funds remain as Deposits with respect to any Trust as of the Delivery Period Termination Date, such remaining funds will be withdrawn by the Escrow Agent and distributed by the Paying Agent, with accrued and unpaid interest thereon, but without any premium, to the Certificateholders of such Trust


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on a date no earlier than 15 days after the Paying Agent has received notice of the event requiring such distribution. If the day scheduled for such withdrawal is within 10 days before or after a Regular Distribution Date, the Escrow Agent will request that such withdrawal be made on such Regular Distribution Date. Moreover, in certain circumstances, any funds held as Deposits will be returned by the Depositary to the Paying Agent automatically on December 31, 2010 (the “Outside Termination Date”), and the Paying Agent will distribute such funds to the applicable Certificateholders as promptly as practicable thereafter. The obligation to purchase Equipment Notes to be issued with respect to any Aircraft not yet financed pursuant to this offering will terminate on the Delivery Period Termination Date. (Deposit Agreements, Section 2.3(b)(i) and 4; Escrow Agreements, Sections 1.02(f) and 2.03(b); Note Purchase Agreement, Section 2)
 
If an Event of Loss or an Existing Financing Event of Loss (or an event that would constitute such an Event of Loss or Existing Financing Event of Loss but for the requirement that notice be given or time elapse or both) occurs with respect to an Aircraft before it is financed pursuant to this offering, Delta will give notice of such event to each Trustee and such Trustee will submit a withdrawal certificate to the applicable Escrow Agent, and any funds in any Deposit with respect to such Aircraft will be withdrawn by such Escrow Agent and distributed by the related Paying Agent, with accrued and unpaid interest thereon, but without any premium, to the Certificateholders of the related Trust on a date not earlier than 15 days after such Paying Agent has received notice of the event requiring such distribution. (Note Purchase Agreement, Section 1(k); Deposit Agreements, Section 2.3(b)(iii); Escrow Agreements, Sections 2.03(b) and 2.07) Once Delta delivers a notice described in the preceding sentence, the Trustees will have no obligation to purchase Equipment Notes with respect to such Aircraft. (Note Purchase Agreement, Section 2(c))
 
“Existing Financing Event of Loss” means, with respect to an Aircraft that is subject to an Existing Financing, one of several events of loss under the applicable Existing Financing, which events of loss are substantially similar to the Events of Loss.
 
If a Triggering Event occurs prior to the Delivery Period Termination Date, any funds remaining in Deposits will be withdrawn by the Escrow Agent for the applicable Trust and distributed by the Paying Agent for such Trust, with accrued and unpaid interest thereon, but without any premium, to the Certificateholders of such Trust on a date no earlier than 15 days after the Paying Agent has received notice of such Triggering Event, but, if the day scheduled for such withdrawal is within 10 days before or after a Regular Distribution Date, such Escrow Agent will request such withdrawal be made on such Regular Distribution Date. (Escrow Agreements, Section 1.02(f)) The obligation to purchase the Equipment Notes to be issued with respect to any Aircraft not yet financed pursuant to this offering will terminate on the date such Triggering Event occurs. (Deposit Agreements, Section 2.3(b)(i); Escrow Agreements, Sections 2.03(b) and 2.06; Note Purchase Agreement, Section 2)
 
Replacement of Depositary
 
If the Depositary’s Short-Term Rating issued by either Rating Agency is downgraded below the Depositary Threshold Rating, then Delta must, within 30 days of the occurrence of such event, replace the Depositary with a new depositary bank meeting the requirements set forth below (the “Replacement Depositary”). (Note Purchase Agreement, Section 5(a))
 
“Depositary Threshold Rating” means, for any entity, a Short-Term Rating for such entity of P-1 from Moody’s and A-1+ from Standard & Poor’s.
 
Any Replacement Depositary may either be (a) one that meets the Depositary Threshold Rating or (b) one that does not meet the Depositary Threshold Rating, so long as, in the case of either of the immediately preceding clauses (a) and (b), Delta shall have received a written confirmation from each Rating Agency that the replacement of the Depositary with the Replacement Depositary will not result in a withdrawal, suspension or reduction of the ratings for each class of Certificates rated by such Rating Agency below the then current rating for such Certificates (before the downgrading of such


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rating as a result of the downgrading of the Depositary below the applicable Depositary Threshold Rating). (Note Purchase Agreement, Section 5(c)(i))
 
At any time during the period prior to the Delivery Period Termination Date (including after the occurrence of a downgrade event described above), Delta may replace the Depositary with a Replacement Depositary. (Note Purchase Agreement, Section 5(a)) There can be no assurance that at the time of a downgrade event described above, there will be an institution willing to replace the downgraded Depositary or that each Rating Agency will provide the ratings confirmation described in the immediately preceding paragraph.
 
Upon satisfaction of the conditions for replacement of the Depositary with a Replacement Depositary set forth in the Note Purchase Agreement, the Escrow Agent for each Trust will request, upon at least 5 Business Days’ notice, the following withdrawals:
 
  •  with respect to all Deposits of such Trust then held by the Depositary being replaced, withdrawal of (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding the date of such withdrawal, which funds will be paid by the Depositary being replaced over to such Replacement Depositary; and
 
  •  with respect to all Deposits of such Trust, if any, previously withdrawn in connection with the purchase of the related Equipment Notes, as described in “— Withdrawal of Deposits to Purchase Equipment Notes”, withdrawal of all accrued and unpaid interest on such Deposits to but excluding the date of the applicable withdrawal in connection with the purchase of such Equipment Notes, which funds will be paid by the Depositary being replaced to the Paying Agent Account of such Trust and, upon the confirmation by the Paying Agent of receipt in such Paying Agent Account of such amounts, the Paying Agent will distribute such amounts to the Certificateholders of such Trust on the immediately succeeding Regular Distribution Date and, until such Regular Distribution Date, the amounts will be held in such Paying Agent Account. (Note Purchase Agreement, Section 5(d); Escrow Agreements, Sections 1.02(d) and 2.03(c))
 
Limitation on Damages
 
The Deposit Agreements provide that in no event shall the Depositary be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit, whether or not foreseeable) suffered by the Escrow Agent of each Trust or any of the Receiptholders in connection with the Deposit Agreements or the transactions contemplated or any relationships established by the Deposit Agreements irrespective of whether the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. (Deposit Agreements, Section 16)
 
Depositary
 
The Bank of New York Mellon (the “Bank”) will act as depositary (the “Depositary”). The Bank is a New York state chartered bank that formerly was named “The Bank of New York”. The Bank has total assets of approximately $166.5 billion and total equity capital of approximately $11.4 billion, in each case at September 30, 2009. The Bank is a wholly-owned subsidiary of The Bank of New York Mellon Corporation (the “BNMC”).
 
The Bank has Long-Term Ratings of Aaa from Moody’s and AA from Standard & Poor’s and a long-term senior debt rating of AA- from Fitch Ratings (“Fitch”), and Short-Term Ratings of P-1 from Moody’s and A-1+ from Standard & Poor’s and a short-term deposit rating of F1+ from Fitch.
 
The Bank’s principal office is located at One Wall Street, New York, New York 10286, and its telephone number is 212-495-1784. A copy of the most recent BNMC filings with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, may be obtained from BNMC’s Public Relations Department, One Wall Street, 31st Floor, (212) 635-1569 or from the SEC at http://www.sec.gov. The information that BNMC and affiliates, including the Bank, filed with the SEC is not part of, and is not incorporated by reference in, this prospectus.


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DESCRIPTION OF THE ESCROW AGREEMENTS
 
The following summary describes certain material terms of the escrow and paying agent agreements (the “Escrow Agreements”), as well as certain related provisions of the Deposit Agreements and the Note Purchase Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Escrow Agreements and the related provisions of the Deposit Agreements, copies of which will be filed as exhibits to a Current Report on Form 8-K to be filed by Delta with the SEC.
 
General
 
U.S. Bank National Association, as escrow agent in respect of each Trust (the “Escrow Agent”), U.S. Bank Trust National Association, as paying agent on behalf of the Escrow Agent in respect of each Trust (the “Paying Agent”), each Trustee and the Underwriters will enter into a separate Escrow Agreement for the benefit of the Certificateholders of each Trust as holders of the Escrow Receipts affixed thereto (in such capacity, a “Receiptholder”). The cash proceeds of the offering of the Certificates of each Trust will be deposited on behalf of the Escrow Agent (for the benefit of the Receiptholders) with the Depositary as Deposits relating to such Trust. (Escrow Agreements, Section 1.03; Deposit Agreements, Section 2.1) The Escrow Agent will permit the Trustee of the related Trust to cause funds to be withdrawn from such Deposits to allow such Trustee to purchase the related Equipment Notes pursuant to the Note Purchase Agreement and the related Participation Agreement or in connection with special distributions under certain circumstances as described under “Description of the Deposit Agreements — Other Withdrawals and Return of Deposits”. (Escrow Agreements, Section 1.02(c) — (f)) In addition, pursuant to the terms of the Deposit Agreements, the Depositary agrees to pay accrued interest on the Deposits in accordance with the Deposit Agreements to the Paying Agent for distribution to the Receiptholders. (Deposit Agreements, Section 4)
 
Each Escrow Agreement requires that the Paying Agent establish and maintain, for the benefit of the Receiptholders of each Trust, the Paying Agent Account for such Trust, which will be non-interest-bearing, and the Paying Agent is under no obligation to invest any amounts held in such Paying Agent Account. (Escrow Agreements, Section 2.02). Pursuant to the Deposit Agreements, the Depositary agrees to pay funds released from the related Deposits and accrued interest on the related Deposits directly into such Paying Agent Account, except for amounts withdrawn to purchase any related Equipment Notes as described under “Description of the Deposit Agreements — Withdrawal of Deposits to Purchase Equipment Notes” and amounts paid to a Replacement Depositary as described under “Description of the Deposit Agreements — Replacement of Depositary”. (Deposit Agreements, Section 4) The Paying Agent will distribute amounts deposited into the Paying Agent Account for the related Trust to the Certificateholders of such Trust as further described herein. See “Description of the Certificates — Payments and Distributions” and “Description of the Deposit Agreements”.
 
Upon receipt by the Depositary of cash proceeds from this offering, the Escrow Agent will issue one or more escrow receipts (“Escrow Receipts”) which will be affixed by the related Trustee to each Certificate. Each Escrow Receipt evidences the related Receiptholder’s interest in amounts from time to time deposited into the Paying Agent Account and is limited in recourse to amounts deposited into such account. An Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which it is affixed. Each Escrow Receipt will be registered by the Escrow Agent in the same name and manner as the Certificate to which it is affixed. (Escrow Agreements, Sections 1.03 and 1.04) Because the Escrow Receipts will be affixed to the Certificates, distributions to the Receiptholders on the Escrow Receipts are sometimes referred to in this prospectus, for convenience, as distributions to the Certificateholders.
 
Each Escrow Agreement provides that each Receiptholder will have the right (individually and without the need for any other action of any person, including the Escrow Agent or any other Receiptholder), upon any default in the payment of interest on the Deposits when due by the


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Depositary in accordance with the applicable Deposit Agreement, or upon any default in the payment of any final withdrawal, replacement withdrawal or event of loss withdrawal when due by the Depositary in accordance with the terms of the applicable Deposit Agreement and Escrow Agreement, to proceed directly against the Depositary by making a demand to the Depositary for the portion of such payment that would have been distributed to such Receiptholder pursuant to such Escrow Agreement or by bringing suit to enforce payment of such portion. The Escrow Agent will notify Receiptholders in the event of a default in any such payment and will promptly forward to Receiptholders upon receipt copies of all written communications relating to any payments due to the Receiptholders in respect of the Deposits. (Escrow Agreements, Sections 9 and 16)
 
Certain Modifications of the Escrow Agreements and Note Purchase Agreement
 
The Note Purchase Agreement contains provisions requiring the Trustees, the Escrow Agent and the Paying Agent, at Delta’s request, to enter into amendments to, among other agreements, the Escrow Agreements and the Note Purchase Agreement as may be necessary or desirable:
 
  •  if any Additional Equipment Notes are to be issued or Series B Equipment Notes or any Additional Equipment Notes are to be redeemed and new equipment notes with the same series designation as that of the redeemed Equipment Notes are to be issued, to give effect to such issuance of Additional Equipment Notes or redemption and issuance of Series B Equipment Notes or any Additional Equipment Notes and the issuance of pass through certificates by any pass through trust that acquires any such new equipment notes or Additional Equipment Notes, as applicable, and to make related changes (including to provide for any prefunding mechanism) and to provide for credit support (including a liquidity facility) for any such pass through certificates; and
 
  •  if the Depositary is to be replaced, to give effect to the replacement of the Depositary with the Replacement Depositary and the replacement of the Deposit Agreements with replacement deposit agreements. (Note Purchase Agreement, Sections 4(a)(v) and 5(e))
 
In each case described immediately above, no requests (other than Delta’s request) or consents (including no consent of the Certificateholders) will be required for such amendments.
 
Each Escrow Agreement contains provisions requiring the Escrow Agent and the Paying Agent, upon request of the related Trustee and without any consent of the Certificateholders, to enter into an amendment to the Escrow Agreements or the Note Purchase Agreement, among other things, for the following purposes:
 
  •  to correct or supplement any provision in the Escrow Agreements or the Note Purchase Agreement which may be defective or inconsistent with any other provision in the Escrow Agreements or the Note Purchase Agreement or to cure any ambiguity or correct any mistake;
 
  •  to modify any other provision with respect to matters or questions arising under the Escrow Agreements or the Note Purchase Agreement; provided that any such action will not materially adversely affect the Certificateholders;
 
  •  to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body;
 
  •  to evidence and provide for the acceptance of appointment under the Escrow Agreements or the Note Purchase Agreement of a successor Escrow Agent, successor Paying Agent or successor Trustee; or
 
  •  for any purposes described in the first thirteen bullet points of the first paragraph under “Description of the Certificates — Modification of the Pass Through Trust Agreements and Certain Other Agreements”. (Escrow Agreements, Section 8)


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The Escrow Agent
 
U.S. Bank National Association will be the Escrow Agent under each Escrow Agreement. The Escrow Agent’s address is U.S. Bank National Association, One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Attention: Corporate Trust Services.
 
The Paying Agent
 
U.S. Bank Trust National Association will be the Paying Agent under each Escrow Agreement. The Paying Agent’s address is U.S. Bank Trust National Association, One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Attention: Corporate Trust Services.


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DESCRIPTION OF THE LIQUIDITY FACILITIES
 
The following summary describes certain material terms of the Liquidity Facilities and certain provisions of the Intercreditor Agreement relating to the Liquidity Facilities. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Liquidity Facilities and the Intercreditor Agreement, copies of which will be filed as exhibits to a Current Report on Form 8-K to be filed by Delta with the SEC.
 
General
 
The liquidity provider for each of the Class A and Class B Trusts (each, a “Liquidity Provider”) will enter into a separate revolving credit agreement (each, a “Liquidity Facility”) with the Subordination Agent with respect to each of the Class A and Class B Trusts. Under each Liquidity Facility, the related Liquidity Provider will be required, if necessary, to make one or more advances (“Interest Drawings”) to the Subordination Agent in an aggregate amount (the “Required Amount”) sufficient to pay interest on the Pool Balance of the related class of Certificates on up to three successive semiannual Regular Distribution Dates (without regard to any expected future payments of principal on such Certificates) at the Stated Interest Rate for such Certificates. If interest payment defaults occur which exceed the amount covered by and available under the Liquidity Facility for the Class A or Class B Trust, the Certificateholders of such Trust will bear their allocable share of the deficiencies to the extent that there are no other sources of funds. The initial Liquidity Provider with respect to each of the Class A and Class B Trusts may be replaced by one or more other entities with respect to any of such Trusts under certain circumstances. Therefore, the Liquidity Provider for each Trust may differ.
 
Drawings
 
The aggregate amount available under the Liquidity Facility for each applicable Trust at June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date), assuming that all Aircraft have been financed and that all interest and principal due on or prior to such Regular Distribution Date is paid, will be:
 
         
    Available
Trust
 
Amount
 
Class A
  $        
Class B
  $        
 
Except as otherwise provided below, the Liquidity Facility for each Trust will enable the Subordination Agent to make Interest Drawings thereunder on any Regular Distribution Date in order to make interest distributions then scheduled for the Certificates of such Trust at the Stated Interest Rate for such Trust to the extent that the amount, if any, available to the Subordination Agent on such Regular Distribution Date is not sufficient to pay such interest. The maximum amount available to be drawn under the Liquidity Facility with respect to any Trust on any Regular Distribution Date to fund any shortfall of interest on Certificates of such Trust will not exceed the then Maximum Available Commitment under such Liquidity Facility. The “Maximum Available Commitment” at any time under each Liquidity Facility is an amount equal to the then Maximum Commitment of such Liquidity Facility less the aggregate amount of each Interest Drawing outstanding under such Liquidity Facility at such time; provided that, following a Downgrade Drawing, a Special Termination Drawing, a Final Drawing or a Non-Extension Drawing under Liquidity Facility, the Maximum Available Commitment under such Liquidity Facility shall be zero.
 
“Maximum Commitment” means for the Liquidity Facility for the Class A Trust and the Class B Trust initially $      and $      , respectively, as the same may be reduced from time to time as described below.


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The Liquidity Facility for any applicable class of Certificates does not provide for drawings thereunder to pay for principal of, or Make-Whole Amount on, the Certificates of such class or any interest with respect to the Certificates of such class in excess of the Stated Interest Rate for such Certificates or for more than three semiannual installments of interest or to pay principal of, or interest on, or Make-Whole Amount with respect to, the Certificates of any other class. (Liquidity Facilities, Section 2.02; Intercreditor Agreement, Section 3.05) In addition, the Liquidity Facility with respect to each Trust does not provide for drawings thereunder to pay any amounts payable with respect to the Deposits relating to such Trust.
 
Each payment by a Liquidity Provider for a Trust will reduce by the same amount the Maximum Available Commitment under the related Liquidity Facility, subject to reinstatement as hereinafter described. With respect to any Interest Drawings, upon reimbursement of the applicable Liquidity Provider in full or in part for the amount of such Interest Drawings plus accrued interest thereon, the Maximum Available Commitment under the applicable Liquidity Facility will be reinstated by the amount reimbursed but not to exceed the then Required Amount of the applicable Liquidity Facility; provided, however, that the Maximum Available Commitment of such Liquidity Facility will not be so reinstated at any time if (i) a Liquidity Event of Default has occurred and is continuing and less than 65% of the then aggregate outstanding principal amount of all Equipment Notes (other than Additional Equipment Notes, if any) are Performing Equipment Notes or (ii) a Final Drawing, Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing shall have occurred with respect to such Liquidity Facility. With respect to any other drawings under such Liquidity Facility, amounts available to be drawn thereunder are not subject to reinstatement. (Liquidity Facilities, Section 2.02(a); Intercreditor Agreement, Section 3.05(g)) On each date on which the Pool Balance for a Trust shall have been reduced, the Maximum Commitment of the Liquidity Facility for such Trust will be automatically reduced to an amount equal to the then Required Amount. (Liquidity Facilities, Section 2.04; Intercreditor Agreement, Section 3.05(j))
 
“Performing Equipment Note” means an Equipment Note issued pursuant to an Indenture with respect to which no payment default has occurred and is continuing (without giving effect to any acceleration); provided that, in the event of a bankruptcy proceeding in which Delta is a debtor under the Bankruptcy Code, (i) any payment default occurring before the date of the order for relief in such proceedings shall not be taken into consideration during the 60-day period under Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period as may apply under Section 1110(b) of the Bankruptcy Code) (the “Section 1110 Period”), (ii) any payment default occurring after the date of the order for relief in such proceeding will not be taken into consideration if such payment default is cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the later of 30 days after the date of such default or the expiration of the Section 1110 Period and (iii) any payment default occurring after the Section 1110 Period will not be taken into consideration if such payment default is cured before the end of the grace period, if any, set forth in the related Indenture. (Intercreditor Agreement, Section 1.01)
 
Replacement of Liquidity Facilities
 
If at any time the Short-Term Rating of a Liquidity Provider issued by either Rating Agency (or, if such Liquidity Provider does not have a Short-Term Rating issued by a given Rating Agency, the Long-Term Rating of such Liquidity Provider issued by such Rating Agency) is lower than the Liquidity Threshold Rating, then the related Liquidity Facility may be replaced with a Replacement Facility. If such Liquidity Facility is not so replaced with a Replacement Facility within 10 days after the downgrading, the Subordination Agent will draw the then Maximum Available Commitment under such Liquidity Facility (the “Downgrade Drawing”). The Subordination Agent will deposit the proceeds of any Downgrade Drawing into a cash collateral account (the “Cash Collateral Account”) for the applicable class of Certificates and will use these proceeds for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Interest Drawings under


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such Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(b)(ii); Intercreditor Agreement, Sections 3.05(c) and (f))
 
“Long-Term Rating” means, for any entity: (a) in the case of Moody’s, the long-term senior unsecured debt rating of such entity and (b) in the case of Standard & Poor’s, the long-term issuer credit rating of such entity.
 
“Short-Term Rating” means, for any entity: (a) in the case of Moody’s, the short-term senior unsecured debt rating of such entity and (b) in the case of Standard & Poor’s, the short-term issuer credit rating of such entity.
 
“Liquidity Threshold Rating” means: (i) a Short-Term Rating of P-1 in the case of Moody’s and A-1 in the case of Standard & Poor’s and (ii) in the case of any entity that does not have a Short-Term Rating from either or both of such Rating Agencies, then in lieu of such Short-Term Rating from such Rating Agency or Rating Agencies, a Long-Term Rating of A2 in the case of Moody’s and A in the case of Standard & Poor’s.
 
A “Replacement Facility” for any Liquidity Facility will mean an irrevocable revolving credit agreement (or agreements) in substantially the form of the replaced Liquidity Facility, including reinstatement provisions, or in such other form (which may include a letter of credit, surety bond, financial insurance policy or guaranty) as will permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Certificates with respect to which such Liquidity Facility was issued (before downgrading of such ratings, if any, as a result of the downgrading of the related Liquidity Provider), in a face amount (or in an aggregate face amount) equal to the amount sufficient to pay interest on the Pool Balance of the Certificates of the applicable Trust (at the Stated Interest Rate for such Certificates, and without regard to expected future principal distributions) on the three successive semiannual Regular Distribution Dates following the date of replacement of such Liquidity Facility and issued by an entity (or entities) having Short-Term Ratings issued by the Rating Agencies (or if such entity does not have a Short-Term Rating issued by a given Rating Agency, the Long-Term Rating of such entity issued by such Rating Agency) which are equal to or higher than the applicable Liquidity Threshold Rating. (Intercreditor Agreement, Section 1.01) The provider of any Replacement Facility will have the same rights (including, without limitation, priority distribution rights and rights as “Controlling Party”) under the Intercreditor Agreement as the replaced Liquidity Provider. (Intercreditor Agreement, Section 3.05)
 
The Liquidity Facility for each of the Class A and Class B Trusts provides that the applicable Liquidity Provider’s obligations thereunder will expire on the earliest of:
 
  •  364 days after the Issuance Date (counting from, and including, the Issuance Date);
 
  •  the date on which the Subordination Agent delivers to such Liquidity Provider a certification that all of the Certificates of such Trust have been paid in full or provision has been made for such payment;
 
  •  the date on which the Subordination Agent delivers to such Liquidity Provider a certification that a Replacement Facility has been substituted for such Liquidity Facility;
 
  •  the fifth Business Day following receipt by the Subordination Agent of a Termination Notice from such Liquidity Provider (see “— Liquidity Events of Default”); and
 
  •  the date on which no amount is or may (including by reason of reinstatement) become available for drawing under such Liquidity Facility. (Liquidity Facilities, Section 1.01)
 
Each Liquidity Facility provides that it may be extended for additional 364-day periods by mutual agreement of the related Liquidity Provider and the Subordination Agent. The Intercreditor Agreement will provide for the replacement of the Liquidity Facility for any Trust if such Liquidity Facility is scheduled to expire earlier than 15 days after the Final Legal Distribution Date for the Certificates of such Trust and such Liquidity Facility is not extended or replaced by the 25th day prior to its then


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scheduled expiration date. (Liquidity Facilities, Section 2.10) If such Liquidity Facility is not so extended or replaced by the 25th day prior to its then scheduled expiration date, the Subordination Agent shall request a drawing in full up to the then Maximum Available Commitment under such Liquidity Facility (the “Non-Extension Drawing”). (Liquidity Facilities, Section 2.02(b)(i)) The Subordination Agent will deposit the proceeds of the Non-Extension Drawing into the Cash Collateral Account for the related Certificates and will use these proceeds for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Interest Drawings under such Liquidity Facility would be used. (Intercreditor Agreement, Section 3.05(d))
 
Subject to certain limitations, Delta may, at its option, arrange for a Replacement Facility at any time to replace the Liquidity Facility for any Trust (including without limitation any Replacement Facility described in the following sentence); provided that, if the initial Liquidity Provider is replaced, it shall be replaced with respect to all Liquidity Facilities under which is the Liquidity Provider. (Liquidity Facilities, Section 2.10) In addition, if a Liquidity Provider shall determine not to extend a Liquidity Facility, then such Liquidity Provider may, at its option, arrange for a Replacement Facility to replace such Liquidity Facility (i) during the period no earlier than 40 days and no later than 25 days prior to the then scheduled expiration date of such Liquidity Facility and (ii) at any time after a Non-Extension Drawing has been made under such Liquidity Facility. (Liquidity Facilities, Section 2.02(b)(ii)) A Liquidity Provider may also arrange for a Replacement Facility to replace the related Liquidity Facility at any time after a Downgrade Drawing under such Liquidity Facility. If any Replacement Facility is provided at any time after a Downgrade Drawing or a Non-Extension Drawing under any Liquidity Facility, the funds with respect to such Liquidity Facility on deposit in the Cash Collateral Account for such Trust will be returned to the Liquidity Provider being replaced. (Intercreditor Agreement, Section 3.05(e))
 
Upon receipt by the Subordination Agent of a Termination Notice with respect to any Liquidity Facility from the relevant Liquidity Provider as described below under “— Liquidity Events of Default”, the Subordination Agent shall request a final drawing (a “Final Drawing”) or a special termination drawing (the “Special Termination Drawing”), as applicable, under such Liquidity Facility in an amount equal to the then Maximum Available Commitment thereunder. The Subordination Agent will deposit the proceeds of the Final Drawing or the Special Termination Drawing into the Cash Collateral Account for the related Certificates and will use these proceeds for the same purposes and under the same circumstances, and subject to the same conditions, as cash payments of Interest Drawings under such Liquidity Facility would be used. (Liquidity Facilities, Sections 2.02(c) and 2.02(d); Intercreditor Agreement, Sections 3.05(i) and 3.05(k))
 
Drawings under any Liquidity Facility will be made by delivery by the Subordination Agent of a certificate in the form required by such Liquidity Facility. Upon receipt of such a certificate, the relevant Liquidity Provider is obligated to make payment of the drawing requested thereby in immediately available funds. Upon payment by the relevant Liquidity Provider of the amount specified in any drawing under any Liquidity Facility, such Liquidity Provider will be fully discharged of its obligations under such Liquidity Facility with respect to such drawing and will not thereafter be obligated to make any further payments under such Liquidity Facility in respect of such drawing to the Subordination Agent or any other person. (Liquidity Facilities, Section 2.02(a))
 
Reimbursement of Drawings
 
The Subordination Agent must reimburse amounts drawn under any Liquidity Facility by reason of an Interest Drawing, Special Termination Drawing, Final Drawing, Downgrade Drawing or Non-Extension Drawing and pay interest thereon, but only to the extent that the Subordination Agent has funds available therefor. (Liquidity Facilities, Section 2.09)


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Interest Drawings and Final Drawings
 
Amounts drawn by reason of an Interest Drawing or Final Drawing (each, a “Drawing”) will be immediately due and payable, together with interest on the amount of such drawing. From the date of such drawing to (but excluding) the third business day following the applicable Liquidity Provider’s receipt of the notice of such Interest Drawing, interest will accrue at the Base Rate plus 4.00% per annum. Thereafter, interest will accrue at LIBOR for the applicable interest period plus 4.00% per annum. (Liquidity Facilities, Section 3.07)
 
“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for each day of the period for which the Base Rate is to be determined (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the applicable Liquidity Provider from three Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to Delta) plus one quarter of one percent (0.25%).
 
“LIBOR” means, with respect to any interest period, the rate per annum at which U.S. dollars are offered in the London interbank market as shown on Reuters Screen LIBOR01 (or any successor thereto) at approximately 11:00 A.M. (London time) two Business Days before the first day of such interest period, for a period comparable to such interest period, or if such rate is not available, a rate per annum determined by certain alternative methods.
 
If at any time, a Liquidity Provider shall have determined (which determination shall be conclusive and binding upon the Subordination Agent, absent manifest error) that, by reason of circumstances affecting the relevant interbank lending market generally, the LIBOR rate determined or to be determined for such interest period will not adequately and fairly reflect the cost to such Liquidity Provider (as conclusively certified by such Liquidity Provider, absent manifest error) of making or maintaining advances, such Liquidity Provider shall give facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the Subordination Agent. If such notice is given, then the outstanding principal amount of the LIBOR advances under the related Liquidity Facility shall be converted to Base Rate advances thereunder effective from the date of the Rate Determination Notice; provided that the rate then applicable in respect of such Base Rate advances shall be increased by one percent (1.00%). Each Liquidity Provider shall withdraw a Rate Determination Notice given under the applicable Liquidity Facility when such Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice no longer apply to such Liquidity Provider, and the Base Rate advances shall be converted to LIBOR advances effective as the first day of the next succeeding interest period after the date of such withdrawal. Each change in the Base Rate shall become effective immediately. (Liquidity Facilities, Section 3.07(g))
 
Downgrade Drawings, Special Termination Drawings, Non-Extension Drawings and Final Drawings
 
The amount drawn under any Liquidity Facility by reason of a Downgrade Drawing, a Special Termination Drawing, a Non-Extension Drawing or Final Drawing and deposited in a Cash Collateral Account will be treated as follows:
 
  •  such amount will be released on any Distribution Date to the extent that such amount exceeds the Required Amount, first, to the applicable Liquidity Provider up to the amount of its Liquidity Obligations, and second, for distribution pursuant to the Intercreditor Agreement;
 
  •  any portion of such amount withdrawn from the Cash Collateral Account for the applicable Certificates to pay interest distributions on such Certificates will be treated in the same way as Interest Drawings; and


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  •  the balance of such amount will be invested in certain specified eligible investments.
 
Any Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing under any Liquidity Facility, other than any portion thereof applied to the payment of interest distributions on the Certificates, will bear interest, (a) subject to clause (b) below, at a rate equal to (i) in the case of a Downgrade Drawing, LIBOR for the applicable interest period (or, as described in the first paragraph under “— Reimbursement Drawings — Interest Drawings and Final Drawings”, the Base Rate) plus a specified margin, (ii) in the case of a Special Termination Drawing, LIBOR for the applicable interest period (or, as described in the first paragraph under “— Reimbursement Drawings — Interest Drawings and Final Drawings”, the Base Rate) plus a specified margin and (iii) in the case of a Non-Extension Drawing, the investment earnings on the amounts deposited in the Cash Collateral Account on the outstanding amount from time to time of such Non-Extension Drawing plus a specified margin, and (b) from and after the date, if any, on which such Downgrade Drawing, Special Termination Drawing or Non-Extension Drawing is converted into a Final Drawing as described below under “— Liquidity Events of Default”, at a rate equal to LIBOR for the applicable interest period (or, as described in the first paragraph under “— Reimbursement of Drawings — Interest Drawings and Final Drawings”, the Base Rate) plus 4.00% per annum.
 
Liquidity Events of Default
 
Events of default under each Liquidity Facility (each, a “Liquidity Event of Default”) will consist of:
 
  •  the acceleration of all of the Equipment Notes (provided that, if such acceleration occurs during the period prior to the Delivery Period Termination Date, the aggregate principal amount thereof exceeds $330 million); or
 
  •  certain bankruptcy or similar events involving Delta. (Liquidity Facilities, Section 1.01)
 
If (i) any Liquidity Event of Default under any Liquidity Facility has occurred and is continuing and (ii) less than 65% of the aggregate outstanding principal amount of all Equipment Notes (other than Additional Equipment Notes, if any) are Performing Equipment Notes, the applicable Liquidity Provider may, in its discretion, give a notice of termination of such Liquidity Facility (a “Final Termination Notice”). With respect to any Liquidity Facility, if the Pool Balance of the related class of Certificates is greater than the aggregate outstanding principal amount of the related series of Equipment Notes (other than any such series of Equipment Notes previously sold or with respect to which the Aircraft related to such series of Equipment Notes has been disposed of) at any time during the 18-month period prior to the final expected Regular Distribution Date with respect to such class of Certificates, the Liquidity Provider of such Trust may, in its discretion, give a notice of special termination of such Liquidity Facility (a “Special Termination Notice” and, together with the Final Termination Notice, a “Termination Notice”). The Termination Notice will have the following consequences:
 
  •  the related Liquidity Facility will expire on the fifth Business Day after the date on which such Termination Notice is received by the Subordination Agent;
 
  •  the Subordination Agent will promptly request, and the applicable Liquidity Provider will honor, a Final Drawing or Special Termination Drawing, as applicable, thereunder in an amount equal to the then Maximum Available Commitment thereunder;
 
  •  in the event that a Final Drawing is made, any Drawing remaining unreimbursed as of the date of termination will be automatically converted into a Final Drawing under such Liquidity Facility;
 
  •  in the event a Special Termination Notice is given, all amounts owing to the applicable Liquidity Provider will be treated as a Special Termination Drawing for the purposes set forth under “Description of the Intercreditor Agreement — Priority of Distributions”; and
 
  •  all amounts owing to the applicable Liquidity Provider will be automatically accelerated. (Liquidity Facilities, Section 6.01)


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Notwithstanding the foregoing, the Subordination Agent will be obligated to pay amounts owing to the applicable Liquidity Provider only to the extent of funds available therefor after giving effect to the payments in accordance with the provisions set forth under “Description of the Intercreditor Agreement — Priority of Distributions”. (Liquidity Facilities, Section 2.09) Upon the circumstances described below under “Description of the Intercreditor Agreement — Intercreditor Rights”, a Liquidity Provider may become the Controlling Party with respect to the exercise of remedies under the Indentures. (Intercreditor Agreement, Section 2.06(c))
 
Liquidity Provider
 
The initial Liquidity Provider for each Trust will be Natixis S.A., acting via its New York Branch. The Liquidity Provider has Short-Term Ratings of P-1 from Moody’s and A-1 from Standard & Poor’s.


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DESCRIPTION OF THE INTERCREDITOR AGREEMENT
 
The following summary describes certain material provisions of the Intercreditor Agreement (the “Intercreditor Agreement”) among the Trustees, the Liquidity Providers and U.S. Bank Trust National Association, as subordination agent (the “Subordination Agent”). The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Intercreditor Agreement, a copy of which will be filed as an exhibit to a Current Report on Form 8-K to be filed by Delta with the SEC.
 
Intercreditor Rights
 
General
 
The Equipment Notes relating to each Trust will be issued to and registered in the name of the Subordination Agent as agent and trustee for the Trustee of such Trust. (Intercreditor Agreement, Section 2.01(a))
 
Controlling Party
 
Each Loan Trustee will be directed, so long as no Indenture Event of Default shall have occurred and be continuing thereunder and subject to certain limitations described below, in taking, or refraining from taking, any action under an Indenture or with respect to the Equipment Notes issued under such Indenture, by the holders of at least a majority of the outstanding principal amount of the Equipment Notes issued under such Indenture. See “— Voting of Equipment Notes” below. For so long as the Subordination Agent is the registered holder of the Equipment Notes, the Subordination Agent will act with respect to the preceding sentence in accordance with the directions of the Trustees for whom the Equipment Notes issued under such Indenture are held as Trust Property, to the extent constituting, in the aggregate, directions with respect to the required principal amount of Equipment Notes.
 
After the occurrence and during the continuance of an Indenture Event of Default under an Indenture, each Loan Trustee will be directed in taking, or refraining from taking, any action thereunder or with respect to the Equipment Notes issued under such Indenture, including acceleration of such Equipment Notes or foreclosing the lien on the related Aircraft with respect to which such Equipment Note was issued, by the Controlling Party, subject to the limitations described below. See “Description of the Certificates — Indenture Events of Default and Certain Rights Upon an Indenture Event of Default” for a description of the rights of the Certificateholders of each Trust to direct the respective Trustees. (Intercreditor Agreement, Section 2.06(a))
 
The “Controlling Party” will be:
 
  •  if Final Distributions have not been paid in full to the holders of Class A Certificates, the Class A Trustee;
 
  •  if Final Distributions have been paid in full to the holders of the Class A Certificates, but not to the holders of the Class B Certificates, the Class B Trustee; and
 
  •  under certain circumstances, and notwithstanding the foregoing, the Liquidity Provider with the largest amount owed to it, as discussed in the next paragraph. (Intercreditor Agreement, Sections 2.06(b) and (c))
 
At any time after 18 months from the earliest to occur of (x) the date on which the entire available amount under any Liquidity Facility shall have been drawn (excluding a Downgrade Drawing or Non-Extension Drawing (but including a Final Drawing, a Special Termination Drawing or a Downgrade Drawing or Non-Extension Drawing that has been converted to a Final Drawing under such Liquidity Facility)) and remains unreimbursed, (y) the date on which the entire amount of any Downgrade Drawing or Non-Extension Drawing shall have been withdrawn from the relevant Cash Collateral Account to pay interest on the relevant class of Certificates and remains unreimbursed and (z) the date on which all Equipment Notes under all Indentures shall have been accelerated (provided


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that, if such acceleration occurs prior to the Delivery Period Termination Date, the aggregate principal amount thereof exceeds $330 million), the Liquidity Provider with the highest amount of unreimbursed Liquidity Obligations due to it (so long as such Liquidity Provider has not defaulted in its obligations to make any drawing under any Liquidity Facility) will have the right to elect to become the Controlling Party with respect to any Indenture. (Intercreditor Agreement, Section 2.06(c))
 
For purposes of giving effect to the rights of the Controlling Party, the Trustees (other than the Controlling Party) will irrevocably agree, and the Certificateholders (other than the Certificateholders represented by the Controlling Party) will be deemed to agree by virtue of their purchase of Certificates, that the Subordination Agent, as record holder of the Equipment Notes, shall exercise its voting rights in respect of the Equipment Notes held by the Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees and Certificateholders, subject to certain limitations. (Intercreditor Agreement, Section 2.06) For a description of certain limitations on the Controlling Party’s rights to exercise remedies, see ‘‘— Limitation on Exercise of Remedies” and “Description of the Equipment Notes — Remedies”. (Intercreditor Agreement, Section 2.06(b))
 
“Final Distributions” means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest payable on the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Make-Whole Amount paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Make-Whole Amount or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions. (Intercreditor Agreement, Section 1.01)
 
Limitation on Exercise of Remedies
 
So long as any Certificates are outstanding, during the period ending on the date which is nine months after the earlier of (x) the acceleration of the Equipment Notes under any Indenture and (y) the bankruptcy or insolvency of Delta, without the consent of each Trustee (other than the Trustee of any Trust all of the Certificates of which are held or beneficially owned by Delta or its affiliates), no Aircraft subject to the lien of such Indenture or such Equipment Notes may be sold in the exercise of remedies under such Indenture, if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such Equipment Notes. (Intercreditor Agreement, Section 4.01(a)(iii))
 
“Minimum Sale Price” means, with respect to any Aircraft or the Equipment Notes issued in respect of such Aircraft, at any time, the lesser of (1) in the case of the sale of an Aircraft, 80%, or, in the case of the sale of such related Equipment Notes, 90%, of the Appraised Current Market Value of such Aircraft and (2) the sum of the aggregate Note Target Price of such Equipment Notes and an amount equal to the Excess Liquidity Obligations in respect of the Indenture under which such Equipment Notes were issued. (Intercreditor Agreement, Section 1.01)
 
“Excess Liquidity Obligations” means, with respect to an Indenture, an amount equal to the sum of (i) the amount of fees payable to the Liquidity Provider with respect to each Liquidity Facility, multiplied by a fraction, the numerator of which is the then outstanding aggregate principal amount of the Series A Equipment Notes and Series B Equipment Notes issued under such Indenture and the denominator of which is the then outstanding aggregate principal amount of all Series A Equipment Notes and Series B Equipment Notes, (ii) interest on any Special Termination Drawing, Downgrade Drawing or Non-Extension Drawing payable under each Liquidity Facility in excess of investment earnings on such drawing multiplied by the fraction specified in clause (i) above, (iii) if any payment


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default by Delta exists with respect to interest on any Series A Equipment Notes or Series B Equipment Notes, the excess of the interest on any Interest Drawing (or portion of any Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing that is used to pay interest on the Certificates) or Final Drawing payable under each Liquidity Facility plus certain other amounts payable under each Liquidity Facility with respect thereto, over the sum of (a) investment earnings from any Final Drawing plus (b) any interest at the past due rate actually payable (whether or not in fact paid) by Delta on the overdue scheduled interest on the Series A Equipment Notes and Series B Equipment Notes in respect of which such Drawing was made (or portion of Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing was used), multiplied by a fraction the numerator of which is the aggregate overdue amounts of interest on the Series A Equipment Notes and Series B Equipment Notes issued under such Indenture (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all Series A Equipment Notes and Series B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes), and (iv) any other amounts owed to a 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 clauses (ii) and (iii) above, multiplied by the fraction specified in clause (i) above. The foregoing definition shall be revised accordingly to reflect, if applicable, any Replacement Facility or if Additional Certificates with credit support similar to the Liquidity Facilities are issued. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”. (Indentures, Section 2.14)
 
“Note Target Price” means, for any Equipment Note issued under any Indenture: (i) the aggregate outstanding principal amount of such Equipment Note, plus (ii) the accrued and unpaid interest thereon, together with all other sums owing on or in respect of such Equipment Note (including, without limitation, enforcement costs incurred by the Subordination Agent in respect of such Equipment Note). (Intercreditor Agreement, Section 1.01)
 
Following the occurrence and during the continuation of an Indenture Event of Default under any Indenture, in the exercise of remedies pursuant to such Indenture, the Loan Trustee under such Indenture may be directed to lease the related Aircraft to any person (including Delta) so long as the Loan Trustee in doing so acts in a “commercially reasonable” manner within the meaning of Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (including Sections 9-610 and 9-627 thereof). (Intercreditor Agreement, Section 4.01(a)(ii))
 
If following certain events of bankruptcy, reorganization or insolvency with respect to Delta described in the Intercreditor Agreement (a “Delta Bankruptcy Event”) and during the pendency thereof, the Controlling Party receives a proposal from or on behalf of Delta to restructure the financing of any one or more of the Aircraft, the Controlling Party will promptly thereafter give the Subordination Agent, each Trustee and each Liquidity Provider that has not made a Final Drawing notice of the material economic terms and conditions of such restructuring proposal whereupon the Subordination Agent acting on behalf of each Trustee will post such terms and conditions of such restructuring proposal on DTC’s Internet bulletin board or make such other commercially reasonable efforts as the Subordination Agent may deem appropriate to make such terms and conditions available to all Certificateholders. Thereafter, neither the Subordination Agent nor any Trustee, whether acting on instructions of the Controlling Party or otherwise, may, without the consent of each Trustee and each Liquidity Provider that has not made a Final Drawing, enter into any term sheet, stipulation or other agreement (a “Restructuring Arrangement”) (whether in the form of an adequate protection stipulation, an extension under Section 1110(b) of the Bankruptcy Code or otherwise) to effect any such restructuring proposal with or on behalf of Delta unless and until the material economic terms and conditions of such restructuring proposal shall have been made available to all Certificateholders and each Liquidity Provider that has not made a Final Drawing, for a period of not less than 15 calendar days (except that such requirement shall not apply to any such Restructuring Arrangement that is effective (whether prospectively or retrospectively) as of a date on or before the


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expiration of the 60-day period under Section 1110 and to be effective, initially, for a period not longer than three months from the expiry of such 60-day period (an “Interim Restructuring Arrangement”)). The requirements described in the immediately preceding sentence (i) will not apply to any extension of a Restructuring Arrangement with respect to which such requirements have been complied with in connection with the original entry of such Restructuring Arrangement if the possibility of such extension has been disclosed in satisfaction of the notification requirements and such extension shall not amend or modify any of the other terms and conditions of such Restructuring Arrangement and (ii) will apply to the initial extension of an Interim Restructuring Arrangement beyond the three months following the expiry of the 60-day period but not to any subsequent extension of such Interim Restructuring Arrangement, if the possibility of such subsequent extension has been disclosed in satisfaction of the notification requirements and such subsequent extension shall not amend or modify any of the other terms and conditions of such Interim Restructuring Arrangement. (Intercreditor Agreement, Section 4.01(c))
 
In the event that any Certificateholder gives irrevocable notice of the exercise of its right to purchase all (but not less than all) of the Certificates represented by the then Controlling Party (as described in “Description of the Certificates — Certificate Buyout Right of Certificateholders”) prior to the expiry of the applicable notice period specified above, such Controlling Party may not direct the Subordination Agent or any Trustee to enter into any such restructuring proposal with respect to any of the Aircraft, unless and until such Certificateholder fails to purchase such class of Certificates on the date that it is required to make such purchase. (Intercreditor Agreement, Section 4.01(c))
 
Post Default Appraisals
 
Upon the occurrence and continuation of an Indenture Event of Default under any Indenture, the Subordination Agent will be required to obtain three desktop appraisals from the appraisers selected by the Controlling Party setting forth the current market value, current lease rate and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading or any successor organization) of the Aircraft subject to such Indenture (each such appraisal, an “Appraisal” and the current market value appraisals being referred to herein as the “Post Default Appraisals”). For so long as any Indenture Event of Default shall be continuing under any Indenture, and without limiting the right of the Controlling Party to request more frequent Appraisals, the Subordination Agent will be required to obtain additional Appraisals on the date that is 364 days from the date of the most recent Appraisal or if a Delta Bankruptcy Event shall have occurred and is continuing, on the date that is 180 days from the date of the most recent Appraisal and shall (acting on behalf of each Trustee) post such Appraisals on DTC’s Internet bulletin board or make such other commercially reasonable efforts as the Subordination Agent may deem appropriate to make such Appraisals available to all Certificateholders. (Intercreditor Agreement, Section 4.01(a)(iv))
 
“Appraised Current Market Value” of any Aircraft means the lower of the average and the median of the three most recent Post Default Appraisals of such Aircraft. (Intercreditor Agreement, Section 1.01)
 
Priority of Distributions
 
All payments in respect of the Equipment Notes and certain other payments received on each Regular Distribution Date or Special Distribution Date will be promptly distributed by the Subordination Agent on such Regular Distribution Date or Special Distribution Date in the following order of priority:
 
  •  to the Subordination Agent, any Trustee, any Certificateholder and any Liquidity Provider to the extent required to pay certain out-of-pocket costs and expenses actually incurred by the Subordination Agent (or reasonably expected to be incurred by the Subordination Agent for the period ending on the next succeeding Regular Distribution Date, which shall not exceed $150,000 unless approved in writing by the Controlling Party and accompanied by evidence that such costs are actually expected to be incurred) or any Trustee or to reimburse any


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  Certificateholder or any Liquidity Provider in respect of payments made to the Subordination Agent or any Trustee in connection with the protection or realization of the value of the Equipment Notes held by the Subordination Agent or any Collateral under (and as defined in) any Indenture (collectively, the “Administration Expenses”).
 
  •  to each Liquidity Provider (a) to the extent required to pay the accrued and unpaid Liquidity Expenses or (b) in the case of a Special Payment on account of the redemption, purchase or prepayment of the Equipment Notes issued pursuant to an Indenture (an “Equipment Note Special Payment”), so long as no Indenture Event of Default has occurred and is continuing under any Indenture, the amount of accrued and unpaid Liquidity Expenses that are not yet overdue, multiplied by the Applicable Fraction or, if an Indenture Event of Default has occurred and is continuing, clause (a) will apply.
 
  •  to each Liquidity Provider (i)(a) to the extent required to pay interest accrued and unpaid on the Liquidity Obligations or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Event of Default has occurred and is continuing under any Indenture, to the extent required to pay accrued and unpaid interest then overdue on the Liquidity Obligations, plus an amount equal to the amount of accrued and unpaid interest on the Liquidity Obligations not yet overdue, multiplied by the Applicable Fraction or, if an Indenture Event of Default has occurred and is continuing, clause (a) will apply and (ii) if a Special Termination Drawing has been made under a Liquidity Facility, the outstanding amount of such Special Termination Drawing under such Liquidity Facility.
 
  •  to (i) if applicable, unless (in the case of this clause (i) only) (x) less than 65% of the aggregate outstanding principal amount of all Equipment Notes (other than Additional Equipment Notes, if any) are Performing Equipment Notes and a Liquidity Event of Default shall have occurred and be continuing under such Liquidity Facility or (y) a Final Drawing shall have occurred under such Liquidity Facility, the funding of the Cash Collateral Account with respect to such Liquidity Facility up to the Required Amount for the related class of Certificates and (ii) each Liquidity Provider to the extent required to pay the outstanding amount of all Liquidity Obligations.
 
  •  to the Subordination Agent, any Trustee or any Certificateholder to the extent required to pay certain fees, taxes, charges and other amounts payable.
 
  •  to the Class A Trustee (a) to the extent required to pay accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of the Class A Certificates (excluding interest, if any, payable with respect to the Deposits relating to such class of Certificates) or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Event of Default has occurred and is continuing under any Indenture, to the extent required to pay any such interest that is then accrued, due and unpaid together with (without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid or, if an Indenture Event of Default has occurred and is continuing, clause (a) will apply.
 
  •  to the Class B Trustee (a) to the extent required to pay unpaid Class B Adjusted Interest on the Class B Certificates (excluding interest, if any, payable with respect to the Deposits relating to such class of Certificates) or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Event of Default has occurred and is continuing under any Indenture, to the extent required to pay any accrued, due and unpaid Class B Adjusted Interest (excluding interest, if any, payable with respect to the Deposits relating to such class of Certificates) or, if an Indenture Event of Default has occurred and is continuing, clause (a) will apply.
 
  •  to the Class A Trustee to the extent required to pay Expected Distributions on the Class A Certificates.
 
  •  to the Class B Trustee (a) to the extent required to pay accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of the Class B Certificates (other than Class B


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  Adjusted Interest paid above) (excluding interest, if any, payable with respect to the Deposits relating to such class of Certificates) or (b) in the case of an Equipment Note Special Payment, so long as no Indenture Event of Default has occurred and is continuing under any Indenture, to the extent required to pay any such interest that is then accrued, due and unpaid (other than Class B Adjusted Interest paid above) together with (without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Series B Equipment Notes held in the Class B Trust and being redeemed, purchased or prepaid or, if an Indenture Event of Default has occurred and is continuing, clause (a) will apply.
 
  •  to the Class B Trustee to the extent required to pay Expected Distributions on the Class B Certificates. (Intercreditor Agreement, Sections 2.04 and 3.02)
 
If Additional Certificates are issued, the priority of distributions in the Intercreditor Agreement may be revised such that certain obligations relating to interest on the Additional Certificates may rank ahead of certain obligations with respect to the Certificates. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.
 
“Applicable Fraction” means, with respect to any Special Distribution Date, a fraction, the numerator of which shall be the amount of principal of the applicable Series A Equipment Notes and Series B Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date, and the denominator of which shall be the aggregate unpaid principal amount of all Series A Equipment Notes and Series B Equipment Notes outstanding as of such Special Distribution Date. The definition of “Applicable Fraction” will be revised if Additional Certificates are issued. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.
 
“Liquidity Obligations” means, with respect to each Liquidity Provider, the obligations to reimburse or to pay such Liquidity Provider all principal, interest, fees and other amounts owing to it under the applicable Liquidity Facility or certain other agreements.
 
“Liquidity Expenses” means, with respect to each Liquidity Provider, all Liquidity Obligations other than any interest accrued thereon or the principal amount of any drawing under the applicable Liquidity Facility.
 
“Expected Distributions” means, with respect to the Certificates of any Trust on any Distribution Date (the “Current Distribution Date”), the difference between:
 
(A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date after the Issuance Date, the original aggregate face amount of the Certificates of such Trust), and
 
(B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of any Equipment Notes other than Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of any Performing Equipment Notes held in such Trust has been paid when due (whether at stated maturity or upon prepayment or purchase or otherwise, but without giving effect to any acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the Intercreditor Agreement has been paid in full and such payments have been distributed to the holders of such Certificates, without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust).
 
For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Make-Whole Amount paid on the Equipment Notes held in such Trust that has not been


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distributed to the Certificateholders of such Trust (other than such Make-Whole Amount or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of Expected Distributions. (Intercreditor Agreement, Section 1.01)
 
“Class B Adjusted Interest” means, as of any Current Distribution Date, (I) any interest described in clause (II) of this definition accrued prior to the immediately preceding Distribution Date which remains unpaid and (II) the sum of (x) interest determined at the Stated Interest Rate for the Class B Certificates for the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Issuance Date) and ending on, but excluding, the Current Distribution Date, on the Eligible B Pool Balance on such Distribution Date and (y) the sum of interest for each Series B Equipment Note with respect to which, or with respect to the Aircraft with respect to which such Equipment Note was issued, a disposition, distribution, sale or Deemed Disposition Event has occurred, since the immediately preceding Distribution Date (but only if no such event has previously occurred with respect to such Series B Equipment Note), determined at the Stated Interest Rate for the Class B Certificates for each day during the period commencing on, and including, the immediately preceding Distribution Date (or, if the current Distribution Date is the first Distribution Date, the Issuance Date) and ending on, but excluding, the date of the earliest of such disposition, distribution, sale or Deemed Disposition Event with respect to such Series B Equipment Note or Aircraft, as the case may be, on the principal amount of such Series B Equipment Note calculated pursuant to clause (B)(i), (ii), (iii) or (iv), as applicable, of the definition of Eligible B Pool Balance. (Intercreditor Agreement, Section 1.01)
 
“Eligible B Pool Balance” means, as of any date of determination, the excess of (A) the Pool Balance of the Class B Certificates as of the immediately preceding Distribution Date (or, if such date of determination is on or before the first Distribution Date, the original aggregate face amount of the Class B Certificates) (after giving effect to payments made on such date of determination) over (B) the sum of, with respect to each Series B Equipment Note, one of the following amounts, if applicable: (i) if there has previously been a sale or disposition by the applicable Loan Trustee of the Aircraft for cash under (and as defined in) the related Indenture, the outstanding principal amount of such Series B Equipment Note that remains unpaid as of such date of determination subsequent to such sale or disposition and after giving effect to any distributions of the proceeds of such sale or disposition applied under such Indenture to the payment of such Series B Equipment Note, (ii) if there has previously been an Event of Loss with respect to the applicable Aircraft to which such Series B Equipment Note relates, the outstanding principal amount of such Series B Equipment Note that remains unpaid as of such date of determination subsequent to the scheduled date of mandatory redemption of such Series B Equipment Note following Event of Loss and after giving effect to the distributions of any proceeds in respect of such Event of Loss applied under such Indenture to the payment of such Series B Equipment Note, (iii) if such Series B Equipment Note has previously been sold for cash by the Subordination Agent, the excess, if any, of (x) the outstanding amount of principal and interest as of the date of such sale by the Subordination Agent of such Series B Equipment Note over (y) the purchase price received with respect to such sale of such Series B Equipment Note for cash (net of any applicable costs and expenses of such sale) or (iv) if a Deemed Disposition Event has occurred with respect to such Series B Equipment Note, the outstanding principal amount of such Series B Equipment Note; provided, however, that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one Series B Equipment Note, only the amount determined pursuant to the clause that first became applicable shall be counted with respect to such Series B Equipment Note.
 
“Deemed Disposition Event” means, in respect of any Equipment Note, the continuation of an Indenture Event of Default in respect of such Equipment Note without an Actual Disposition Event occurring in respect of such Equipment Note for a period of four years from the date of the occurrence of such Indenture Event of Default.
 
“Actual Disposition Event” means, in respect of any Equipment Note, (i) the sale or disposition by the applicable Loan Trustee for cash of the Aircraft securing such Equipment Note,


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(ii) the occurrence of the mandatory redemption date for such Equipment Note following an Event of Loss with respect to such Aircraft or (iii) the sale by the Subordination Agent of such Equipment Note for cash. (Intercreditor Agreement, Section 1.01)
 
Interest Drawings under the applicable Liquidity Facility and withdrawals from the applicable Cash Collateral Account, in respect of interest on the Certificates of the Class A or Class B Trust, as applicable, will be distributed to the Trustee for such class of Certificates, notwithstanding the priority of distributions set forth in the Intercreditor Agreement and otherwise described herein. All amounts on deposit in the Cash Collateral Account for any such Trust that are in excess of the Required Amount will be paid to the applicable Liquidity Provider. (Intercreditor Agreement, Section 3.05(f))
 
Voting of Equipment Notes
 
In the event that the Subordination Agent, as the registered holder of any Equipment Note, receives a request for its consent to any amendment, supplement, modification, approval, consent or waiver under such Equipment Note or the related Indenture or the related Participation Agreement or other related document, (i) if no Indenture Event of Default shall have occurred and be continuing with respect to such Indenture, the Subordination Agent shall request directions from the Trustee(s) and shall vote or consent in accordance with such directions and (ii) if any Indenture Event of Default shall have occurred and be continuing with respect to such Indenture, the Subordination Agent will exercise its voting rights as directed by the Controlling Party, subject to certain limitations; provided that no such amendment, supplement, modification, approval, consent or waiver shall, without the consent of each Liquidity Provider, reduce the amount of principal or interest payable by Delta under any Equipment Note. In addition, see the last paragraph under “Description of the Certificates — Modification of the Pass Through Trust Agreements and Certain Other Agreements” for a description of the additional Certificateholder consent requirements with respect to amendments, supplements, modifications, approvals, consents or waivers of the Indentures, Equipment Notes, Participation Agreements, Note Purchase Agreement or other related documents. (Intercreditor Agreement, Section 8.01(b))
 
List of Certificateholders
 
Upon the occurrence of an Indenture Event of Default, the Subordination Agent shall instruct the Trustees to, and the Trustees shall, request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all the parties reflected on DTC’s books as holding interests in the Certificates. (Intercreditor Agreement, Section 5.01(c))
 
Reports
 
Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of Delta 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 Subordination Agent will provide to the Trustees, the Liquidity Providers, the Rating Agencies and Delta a statement setting forth the following information:
 
  •  after a Delta Bankruptcy Event, with respect to each Aircraft, whether such Aircraft is (i) subject to the 60-day period of Section 1110, (ii) subject to an election by Delta under Section 1110(a) of the Bankruptcy Code, (iii) covered by an agreement contemplated by Section 1110(b) of the Bankruptcy Code or (iv) not subject to any of (i), (ii) or (iii).
 
  •  to the best of the Subordination Agent’s knowledge, after requesting such information from Delta, (i) whether the Aircraft are currently in service or parked in storage, (ii) the maintenance status of the Aircraft and (iii) location of the Engines. Delta has agreed to provide such information upon request of the Subordination Agent, but no more frequently than every three months with respect to each Aircraft so long as it is subject to the lien of an Indenture. (Note Purchase Agreement, Section 4(a)(vi))


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  •  the current Pool Balance of each class of Certificates, the Eligible B Pool Balance and outstanding principal amount of all Equipment Notes for all Aircraft.
 
  •  the expected amount of interest which will have accrued on the Equipment Notes and on the Certificates as of the next Regular Distribution Date.
 
  •  the amounts paid to each person on such Distribution Date pursuant to the Intercreditor Agreement.
 
  •  details of the amounts paid on such Distribution Date identified by reference to the relevant provision of the Intercreditor Agreement and the source of payment (by Aircraft and party).
 
  •  if the Subordination Agent has made a Final Drawing or a Special Termination Drawing under any Liquidity Facility.
 
  •  the amounts currently owed to each Liquidity Provider.
 
  •  the amounts drawn under each Liquidity Facility.
 
  •  after a Delta Bankruptcy Event, any operational reports filed by Delta with the bankruptcy court which are available to the Subordination Agent on a non-confidential basis. (Intercreditor Agreement, Section 5.01(d))
 
The Subordination Agent
 
U.S. Bank Trust National Association will be the Subordination Agent under the Intercreditor Agreement. Delta and its affiliates may from time to time enter into banking and trustee relationships with the Subordination Agent and its affiliates. The Subordination Agent’s address is U.S. Bank Trust National Association, One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110, Attention: Corporate Trust Services.
 
The Subordination Agent may resign at any time, in which event a successor Subordination Agent will be appointed as provided in the Intercreditor Agreement. Delta (unless an Indenture Event of Default has occurred and is continuing) or the Controlling Party may remove the Subordination Agent for cause as provided in the Intercreditor Agreement. In such circumstances, a successor Subordination Agent will be appointed as provided in the Intercreditor Agreement. Any resignation or removal of the Subordination Agent and appointment of a successor Subordination Agent does not become effective until acceptance of the appointment by the successor Subordination Agent. (Intercreditor Agreement, Section 7.01(a))


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DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
 
The Aircraft
 
The Trusts are expected to hold Equipment Notes for, and secured by, (i) the 2000-1 Aircraft, consisting of ten Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three 767-332ER aircraft, in each case delivered new to Delta from 1999 to 2000, and (ii) the 2009 Aircraft, consisting of two Boeing 737-732 aircraft and three Boeing 777-232LR aircraft, in each case delivered new to Delta in 2009. The airframe constituting part of an Aircraft is referred to herein as an “Airframe”, and each engine constituting part of an Aircraft is referred to herein as an “Engine”. Each Aircraft is owned and is being operated by Delta. The Aircraft have been designed to comply with Stage 3 noise level standards, which are the most restrictive regulatory standards currently in effect in the United States with respect to the Aircraft for aircraft noise abatement. The “ER” and “LR” designation is provided by the manufacturer and is not recognized by the FAA.
 
The Boeing 737-732 is a single-aisle commercial jet aircraft. Seating capacity is 124 seats in Delta’s standard configuration. The 737-732 is currently deployed primarily on Delta’s North American routes, as well as, to cities in Central America and northern South America. The 737-732 Aircraft are powered by two CFM56-7B24 jet engines manufactured by CFM International, Inc.
 
The Boeing 737-832 is a single-aisle commercial jet aircraft. Seating capacity is 160 seats in Delta’s standard configuration. The 737-832 is currently deployed primarily on Delta’s North American routes, as well as, to cities in the Caribbean and Central America. The 737-832 Aircraft are powered by two CFM56-7B24 jet engines manufactured by CFM International, Inc.
 
The Boeing 757-232 is a single-aisle commercial jet aircraft. Seating capacity is 184 seats in Delta’s standard configuration. The 757-232 is currently deployed primarily on Delta’s North American routes, as well as, to cities in the Caribbean, Central America and northern South America. The 757-232 Aircraft are powered by two PW2037 jet engines manufactured by Pratt & Whitney.
 
The Boeing 767-332ER is a twin-aisle commercial jet aircraft. Seating capacities are 216 seats for Delta’s international configuration. The 767-332ER is currently deployed primarily on Delta’s transoceanic routes. The 767-332ER Aircraft are powered by two CF6-80C2B6F jet engines manufactured by General Electric Company.
 
The Boeing 777-232LR is a twin-aisle commercial jet aircraft. Seating capacities are 278 seats for Delta’s standard configuration. The 777-232LR is currently deployed primarily on Delta’s long-haul routes to Australia, South Africa, the Middle East and Asia. The 777-232LR Aircraft are powered by two GE90-110B1L2 jet engines manufactured by General Electric Company.
 
The Appraisals
 
The table below sets forth the appraised values of the Aircraft, as determined by Aircraft Information Systems, Inc. (“AISI”), BK Associates, Inc. (“BK”) and Morten Beyer & Agnew, Inc. (“MBA”, and together with AISI and BK, the “Appraisers”), independent aircraft appraisal and consulting firms, and certain additional information regarding such Aircraft.
 
                                                     
    Registration
    Manufacturer’s
    Month of
  Appraiser’s Valuations     Appraised
 
Aircraft Type
 
Number
   
Serial Number
   
Delivery
 
AISI
   
BK
   
MBA
   
Value(1)
 
 
Boeing 737-732
    N306DQ       29633     January 2009   $ 40,250,000     $ 37,234,000     $ 39,080,000     $ 38,854,667  
Boeing 737-732
    N307DQ       29679     January 2009     40,290,000       37,222,000       39,080,000       38,864,000  
Boeing 737-832
    N376DA       29624     January 1999     21,370,000       25,675,000       24,270,000       23,771,667  
Boeing 737-832
    N378DA       30265     August 1999     21,500,000       26,708,000       25,340,000       24,516,000  
Boeing 737-832
    N380DA       30266     September 1999     21,460,000       26,707,000       25,460,000       24,542,333  
Boeing 737-832
    N382DA       30345     October 1999     22,580,000       27,850,000       26,540,000       25,656,667  
Boeing 737-832
    N384DA       30347     November 1999     22,630,000       27,873,000       26,740,000       25,747,667  
Boeing 737-832
    N386DA       30373     December 1999     22,550,000       27,882,000       26,910,000       25,780,667  


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    Registration
    Manufacturer’s
    Month of
  Appraiser’s Valuations     Appraised
 
Aircraft Type
 
Number
   
Serial Number
   
Delivery
 
AISI
   
BK
   
MBA
   
Value(1)
 
 
Boeing 737-832
    N388DA       30375     February 2000     23,130,000       27,585,000       26,170,000       25,628,333  
Boeing 737-832
    N390DA       30536     April 2000     24,010,000       28,737,000       27,260,000       26,669,000  
Boeing 737-832
    N392DA       30561     May 2000     23,310,000       28,159,000       26,680,000       26,049,667  
Boeing 737-832
    N394DA       30562     June 2000     24,230,000       29,270,000       27,680,000       27,060,000  
Boeing 757-232
    N696DL       29728     January 1999     19,140,000       20,098,000       21,500,000       20,098,000  
Boeing 757-232
    N698DL       29911     August 1999     19,200,000       20,622,000       22,710,000       20,622,000  
Boeing 757-232
    N6700       30337     September 1999     19,610,000       20,934,000       23,150,000       20,934,000  
Boeing 757-232
    N6702       30188     November 1999     19,260,000       20,824,000       23,150,000       20,824,000  
Boeing 757-232
    N6704Z       30396     April 2000     20,690,000       21,279,000       24,040,000       21,279,000  
Boeing 757-232
    N6706Q       30422     May 2000     20,820,000       21,293,000       24,210,000       21,293,000  
Boeing 757-232
    N6708D       30480     July 2000     20,740,000       21,561,000       24,620,000       21,561,000  
Boeing 757-232
    N6710E       30482     August 2000     21,130,000       21,843,000       25,040,000       21,843,000  
Boeing 757-232
    N6712B       30484     October 2000     21,020,000       22,050,000       25,390,000       22,050,000  
Boeing 767-332ER
    N1602       29694     January 1999     35,900,000       48,899,000       36,330,000       36,330,000  
Boeing 767-332ER
    N1604R       30180     April 1999     36,130,000       49,647,000       37,060,000       37,060,000  
Boeing 767-332ER
    N16065       30199     June 1999     36,230,000       49,914,000       37,600,000       37,600,000  
Boeing 777-232LR
    N705DN       29742     March 2009     153,790,000       144,408,000       140,470,000       144,408,000  
Boeing 777-232LR
    N706DN       30440     April 2009     153,800,000       144,405,000       140,700,000       144,405,000  
Boeing 777-232LR
    N707DN       39091     April 2009     153,870,000       144,343,000       140,700,000       144,343,000  
                                                     
Total
                      $ 1,058,640,000     $ 1,123,022,000     $ 1,087,880,000     $ 1,067,790,667  
                                                     
 
(1) The appraised value of each Aircraft set forth above is the lesser of the average and median appraised value of each such Aircraft. Such appraisals indicate appraised base value, adjusted for the maintenance of such Aircraft at or around the time of such appraisals (but assuming the engines are in a half-time condition).
 
According to the International Society of Transport Aircraft Trading, appraised “base value” is defined as each Appraiser’s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and assumes full consideration of its “highest and best use”. An aircraft’s appraised base value is founded in the historical trend of values and in the projection of value trends and presumes an arm’s-length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing.
 
Each Appraiser was asked to provide, and each Appraiser furnished, its opinion as to the appraised value of each Aircraft based on appraised base value adjusted for the maintenance status of such Aircraft at or about the time of the appraisals (but assuming the engines are in a half-time condition). As part of this process, all three Appraisers performed “desk-top” appraisals without any physical inspection of the Aircraft. The appraisals are based on various significant assumptions and methodologies which vary among the Appraisers. The appraisals may not reflect the current market value of the Aircraft. Appraisals that are based on different assumptions and methodologies (or a physical inspection of the Aircraft) may result in valuations that are materially different from those contained in the appraisals.
 
The Appraisers have delivered letters setting forth their respective appraisals, copies of which are annexed to this prospectus as Appendix II. For a discussion of the assumptions and methodologies used in each of the appraisals, please refer to such letters. In addition, we have set forth on Appendix III to this prospectus a summary of the base value, maintenance adjustment and maintenance adjusted base value determined by each Appraiser with respect to each Aircraft.
 
An appraisal is only an estimate of value. It does not necessarily indicate the price at which an aircraft may be purchased or sold in the market. In particular, the appraisals of the Aircraft are estimates of the values of the Aircraft assuming the Aircraft are in a certain condition, which may not be the case. An appraisal should not be relied upon as a measure of realizable value. The proceeds realized upon the exercise of remedies with respect to any Aircraft, including a sale of such Aircraft, may be less than its appraised value. The value of an Aircraft if remedies are exercised under the applicable Indenture will depend on various factors, including market, economic and airline industry

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conditions; the supply of similar aircraft; the availability of buyers; the condition of the Aircraft; the time period in which the Aircraft is sought to be sold; and whether the Aircraft is sold separately or as part of a block.
 
As discussed under “— Risk Factors Relating to the Airline Industry — Terrorist attacks or international hostilities may adversely affect our business, financial condition and operating results”, since September 11, 2001, the airline industry has suffered substantial losses. In response to adverse market conditions, many U.S. air carriers and lessors have reduced the number of aircraft in operation, and there may be further reductions, particularly by air carriers in bankruptcy or liquidation. Any such reduction of aircraft of the same models as the Aircraft could adversely affect the value of the Aircraft.
 
Accordingly, we cannot assure you that the proceeds realized upon any exercise of remedies with respect to any Aircraft would be sufficient to satisfy in full payments due on the Equipment Notes relating to such Aircraft or the full amount of distributions expected on the Certificates. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.
 
Deliveries of Aircraft
 
On and subject to the terms and conditions of the Note Purchase Agreement and the applicable Participation Agreement and Indenture, Delta agrees to enter into a secured debt financing agreement with respect to each Aircraft prior to the delivery deadline (the “Delivery Period Termination Date”), which shall be the earlier of (a) December 31, 2010; and (b) the date on which Equipment Notes issued with respect to all of the Aircraft have been purchased by the Trustees in accordance with the Note Purchase Agreement. On and subject to the terms and conditions of the Note Purchase Agreement, Delta agrees to finance the 2000-1 Aircraft pursuant to this offering prior to December 31, 2010 and to finance the 2009 Aircraft pursuant to this offering within 90 days after the Issuance Date.


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DESCRIPTION OF THE EQUIPMENT NOTES
 
The following summary describes certain material terms of the Equipment Notes. The summary does not purport to be complete and is qualified in its entirety by reference to all of the provisions of the Equipment Notes, the form of Indenture, the form of Participation Agreement and the Note Purchase Agreement, copies of which will be filed as an exhibit to a Current Report on Form 8-K to be filed by Delta with the SEC. Except as otherwise indicated, the following summaries relate to the Equipment Notes, the Indenture and the Participation Agreement applicable to each Aircraft.
 
On and subject to the terms and conditions of the Note Purchase Agreement and the applicable Participation Agreement and Indenture, Delta agrees to enter into a secured debt financing with respect to each 2000-1 Aircraft prior to December 31, 2010 and with respect to each 2009 Aircraft within 90 days after the Issuance Date. The Note Purchase Agreement provides for the relevant parties to enter into a Participation Agreement and an Indenture relating to the financing of each Aircraft that are substantially in the forms attached to the Note Purchase Agreement. See “Description of the Certificates — Obligation to Purchase Equipment Notes”. The description of the terms of the Equipment Notes in this prospectus is based on the forms of such agreements annexed to the Note Purchase Agreement. However, the terms of the financing agreements actually entered into may differ from the forms of such agreements and, consequently, may differ from the description of such agreements contained in this prospectus. Although such changes are permitted, under the Note Purchase Agreement, Delta must obtain written confirmation from each Rating Agency that the use of financing agreements modified in any material respect from the forms attached to the Note Purchase Agreement will not result in a withdrawal, suspension or downgrading of the ratings of each class of Certificates then rated by such Rating Agency and that remains outstanding. The terms of such agreements also must in any event comply with the Required Terms. In addition, Delta, subject to certain exceptions, is obligated to certify to the Trustees that any substantive modifications do not materially and adversely affect the Certificateholders or the Liquidity Providers. See “Description of the Certificates — Obligation to Purchase Equipment Notes”.
 
General
 
Pursuant to the terms of a participation agreement among Delta, the Trustees, the Subordination Agent and the Loan Trustee with respect to each Aircraft (each, a “Participation Agreement”), the Trusts will purchase from Delta the Equipment Notes to be issued under the related Indenture. Equipment Notes will be issued in two series with respect to each Aircraft, the “Series A Equipment Notes” and the “Series B Equipment Notes” (the Series B Equipment Notes, together with the Series A Equipment Notes, the “Equipment Notes”). Delta may elect to issue one series of Additional Equipment Notes with respect to an Aircraft at any time, which will be funded from sources other than this offering. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”. The Equipment Notes with respect to each Aircraft will be issued under a separate indenture and security agreement (each, an “Indenture”) between Delta and U.S. Bank Trust National Association, as loan trustee thereunder (each, a “Loan Trustee”). The Equipment Notes will be direct, full recourse obligations of Delta.
 
Subordination
 
The following subordination provisions will be applicable to the Equipment Notes issued under the Indentures:
 
  •  the indebtedness evidenced by the Series B Equipment Notes issued under such Indenture will be, to the extent and in the manner provided in such Indenture, subordinate and subject in right of payment to the Series A Equipment Notes issued under such Indenture.
 
  •  if Delta issues any Additional Equipment Notes under such Indenture, the indebtedness evidenced by such Additional Equipment Notes will be, to the extent and in the manner provided in such Indenture (as may be amended in connection with any issuance of such


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  Additional Equipment Notes), subordinate and subject in right of payment to the Series A Equipment Notes and the
 
Series B Equipment Notes issued under such Indenture. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”.
 
  •  the indebtedness evidenced by the Series A Equipment Notes, the Series B Equipment Notes and any Additional Equipment Notes issued under any Indenture will be, to the extent and in the manner provided in the other Indentures, subordinate and subject in right of payment to Equipment Notes issued under such other Indentures. (Indentures, Section 2.13(a))
 
By the acceptance of its Equipment Notes of any series issued under any Indenture, each holder of such series of Equipment Notes (each, a “Noteholder”) will agree that:
 
  •  if such Noteholder, in its capacity as a Noteholder under such Indenture, receives any payment or distribution under such Indenture that it is not entitled to receive under the provisions of such Indenture, it will hold any amount so received in trust for the Loan Trustee under such Indenture and forthwith turn over such amount to such Loan Trustee in the form received to be applied as provided in such Indenture; and
 
  •  if such Noteholder, in its capacity as a Noteholder under any other Indenture, receives any payment or distribution in respect of Equipment Notes of any series issued under such other Indenture that it is not entitled to receive under the provisions of such other Indenture, it will hold any amount so received in trust for the Loan Trustee under such other Indenture and forthwith turn over such amount to such Loan Trustee under such other Indenture in the form received to be applied as provided in such other Indenture. (Indentures, Section 2.13(c))
 
By acceptance of its Equipment Notes of any series under any Indenture, each Noteholder of such series will also:
 
  •  agree to and shall be bound by the subordination provisions in such Indenture;
 
  •  authorize and direct Loan Trustees under all Indentures on such Noteholder’s behalf to take any action necessary or appropriate to effectuate the subordination as provided in such Indenture; and
 
  •  appoint Loan Trustees under all Indentures as such Noteholder’s attorney-in-fact for such purpose. (Indentures, Section 2.13(a))
 
By virtue of the Intercreditor Agreement, all of the Equipment Notes held by the Subordination Agent will be effectively cross-subordinated. This means that payments received on a junior series of Equipment Notes issued in respect of one Aircraft may be applied in accordance with the priority of payment provisions set forth in the Intercreditor Agreement to make distributions on a more senior class of Certificates. (Intercreditor Agreement, Section 3.02)
 
During the existence of an Indenture Event of Default, if the Equipment Notes under the relevant Indenture have become due and payable in full as described in “— Remedies”, then after payment in full of first, the persons indemnified under “— Indemnification” and certain other expenses with respect to such Indenture; second, the Series A Equipment Notes under such Indenture; third, the Series B Equipment Notes under such Indenture; and, if applicable, fourth, any Additional Equipment Notes under such Indenture; any excess proceeds will be available to pay certain indemnity and expense obligations with respect to Equipment Notes issued under other Indentures and held by the Subordination Agent (“Related Equipment Notes”) and, after payment in full of such indemnity and expense obligations, to pay any shortfalls then due in respect of Related Equipment Notes under which either (i) a default of the type described in the first clause under “— Indenture Events of Default, Notice and Waiver” has occurred and is continuing, whether or not the applicable grace period has expired, or (ii) an Indenture Event of Default not described in the preceding clause (i) has occurred and is continuing and either (x) the Equipment Notes under the relevant Indenture have become due


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and payable and the acceleration has not been rescinded or (y) the relevant Loan Trustee has notified Delta that it intends to exercise remedies under such Indenture (see “— Remedies”) (each such Indenture, a “Defaulted Operative Indenture”) in the following order of priority — Series A Equipment Notes, Series B Equipment Notes and, if applicable, Additional Equipment Notes — ratably as to each such series; and in the absence of any such shortfall, such excess proceeds, if any, will be held by the relevant Loan Trustee as additional collateral for such Related Equipment Notes (See “— Security”). (Indentures, Section 3.03)
 
Principal and Interest Payments
 
Subject to the provisions of the Intercreditor Agreement, interest paid on the Equipment Notes held in each Trust will be passed through to the Certificateholders of such Trust on the dates and at the rate per annum applicable to the Certificates issued by such Trust until the final expected Regular Distribution Date for such Trust. Subject to the provisions of the Intercreditor Agreement, principal paid on the Equipment Notes held in each Trust will be passed through to the Certificateholders of such Trust in scheduled amounts on the dates set forth herein until the final expected Regular Distribution Date for such Trust.
 
Interest will be payable on the unpaid principal amount of each Equipment Note at the rate applicable to such Equipment Note on June 17 and December 17 of each year, commencing on June 17, 2010. Interest on the Equipment Notes will be computed on the basis of a 360-day year of twelve 30-day months. Overdue amounts of principal and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest and any other amounts payable under each series of Equipment Notes will bear interest, payable on demand, at the interest rate that is the lesser of (i) the interest applicable to such series of Equipment Notes plus 1% and (ii) the maximum rate permitted by applicable law. (Indentures, Section 2.01)
 
Scheduled principal payments on the outstanding Series A and Series B Equipment Notes will be made on June 17 and December 17 in certain years, commencing on June 17, 2010 and ending on December 17, 2019 in the case of the Series A Equipment Notes and December 17, 2016 in the case of the Series B Equipment Notes. See “Description of the Certificates — Pool Factors” for a discussion of the Scheduled Payments of principal of the Equipment Notes and possible revisions thereto.
 
If any date scheduled for a payment of principal, Make-Whole Amount (if any) or interest with respect to the Equipment Notes is not a Business Day, such payment will be made on the next succeeding Business Day and interest will not be added for such additional period.
 
Redemption
 
If an Event of Loss occurs with respect to an Aircraft under any Indenture and such Aircraft is not replaced by Delta under such Indenture, the Equipment Notes issued with respect to such Aircraft will be redeemed, in whole, in each case at a price equal to 100% of the unpaid principal thereof, together with all accrued and unpaid interest thereon to (but excluding) the date of redemption, but without any premium, and all other obligations owed or then due and payable to holders of the Equipment Notes issued under such Indenture. (Indentures, Section 2.10)
 
All of the Equipment Notes issued with respect to an Aircraft may be redeemed prior to maturity at any time, at the option of Delta; provided that all outstanding Equipment Notes issued with respect to all other Aircraft are simultaneously redeemed. In addition, Delta may elect to redeem the Series B Equipment Notes with respect to all Aircraft either in connection with a refinancing of such series or without any such refinancing. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”. The redemption price in the case of any optional redemption of Equipment Notes under any Indenture will be equal to 100% of the unpaid principal thereof, together with all accrued and unpaid interest thereon to (but excluding) the date of redemption and all other obligations owed or


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then due and payable to holders of the Equipment Notes issued under such Indenture, plus a Make-Whole Amount (if any). (Indentures, Section 2.11)
 
Notice of any such redemption will be given by the Loan Trustee to each holder of the Equipment Notes to be redeemed not less than 30 nor more than 60 days prior to the applicable redemption date.
 
A notice of redemption may be revoked by written notice from Delta to the Loan Trustee given no later than three days prior to the redemption date. (Indentures, Section 2.12)
 
“Make-Whole Amount” means with respect to any Equipment Note, the amount (as determined by an independent investment banker selected by Delta (and, following the occurrence and during the continuance of an Indenture Event of Default, reasonably acceptable to the Loan Trustee)), if any, by which (i) the present value of the remaining scheduled payments of principal and interest from the redemption date to maturity of such Equipment Note computed by discounting each such payment on a semiannual basis from its respective payment date (assuming a 360 day year of twelve 30 day months) using a discount rate equal to the Treasury Yield plus 0.60%, in the case of the Series A Equipment Notes, and 0.75% in the case of the Series B Equipment Notes (each such percentage, a “Make-Whole Spread”), exceeds (ii) the outstanding principal amount of such Equipment Note plus accrued but unpaid interest thereon to the date of redemption. (Indentures, Annex A)
 
For purposes of determining the Make-Whole Amount, “Treasury Yield” means, at the date of determination, the interest rate (expressed as a semiannual equivalent and as a decimal rounded to the number of decimal places as appears in the interest rate applicable to the relevant Equipment Note and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date and trading in the public securities market either as determined by interpolation between the most recent weekly average constant maturity, non-inflation-indexed series yield to maturity for two series of United States Treasury securities, trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date and (B) the other maturing as close as possible to, but later than, the Average Life Date, in each case as reported in the most recent H.15(519) or, if a weekly average constant maturity, non-inflation-indexed series yield to maturity for United States Treasury securities maturing on the Average Life Date is reported in the most recent H.15(519), such weekly average yield to maturity as reported in such H.15(519). “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System. The date of determination of a Make-Whole Amount shall be the third Business Day prior to the applicable redemption date and the “most recent H.15(519)” means the latest H.15(519) published prior to the close of business on the third Business Day prior to the applicable redemption date. (Indentures, Annex A)
 
“Average Life Date” for each Equipment Note to be redeemed shall be the date which follows the redemption date by a period equal to the Remaining Weighted Average Life at the redemption date of such Equipment Note. “Remaining Weighted Average Life” of an Equipment Note, at the redemption date of such Equipment Note, shall be the number of days equal to the quotient obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment of principal, including the payment due on the maturity date of such Equipment Note, by (B) the number of days from and including the redemption date to but excluding the scheduled payment date of such principal installment by (ii) the then unpaid principal amount of such Equipment Note. (Indentures, Annex A)
 
Security
 
Aircraft
 
The Equipment Notes issued under any Indenture will be secured by a security interest in, among other things, the Aircraft subject to the lien of such Indenture and each Aircraft subject to the


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liens of the other Indentures, as well as an assignment for security purposes to the Loan Trustee of certain of Delta’s warranty rights under its purchase agreements with the Aircraft manufacturer. (Indentures, Granting Clause)
 
Since the Equipment Notes are so cross-collateralized, any proceeds from the sale of any Aircraft by the Loan Trustee or other exercise of remedies under the related Indenture following an Indenture Event of Default under such Indenture will (after all of the Equipment Notes issued under such Indenture have been paid off, and subject to the provisions of the Bankruptcy Code) be available for application to shortfalls with respect to the Equipment Notes issued under the other Indentures and the other obligations secured by the other Indentures that are due at the time of such application, as described under “— Subordination” above. In the absence of any such shortfall at the time of such application, excess proceeds will be held by the Loan Trustee under such Indenture as additional collateral for the Equipment Notes issued under each of the other Indentures and will be applied to the payments in respect of the Equipment Notes issued under such other Indentures as they come due. However, if any Equipment Note ceases to be held by the Subordination Agent (as a result of sale during the exercise of remedies by the Controlling Party or otherwise), such Equipment Note will cease to be entitled to the benefits of cross-collateralization. (Indentures, Section 3.03) Any cash Collateral held as a result of the cross-collateralization of the Equipment Notes would not be entitled to the benefits of Section 1110.
 
If the Equipment Notes issued under an Indenture are repaid in full in the case of an Event of Loss with respect to the applicable Aircraft, the lien on such Aircraft under such Indenture will be released. (Indentures, Section 7.05) At any time on or after the Final Maturity Date, if all obligations secured under all of the Indentures that are then due have been paid, the liens on all Aircraft under all Indentures will be released. (Indentures, Section 10.01) Once the lien on any Aircraft is released, such Aircraft will no longer secure the amounts that may be owing under the Indentures.
 
Cash
 
Cash, if any, held from time to time by the Loan Trustee with respect to any Aircraft, including funds held as the result of an Event of Loss to such Aircraft, will be invested and reinvested by such Loan Trustee, at the direction of Delta, in investments described in the related Indenture. (Indentures, Section 5.06) Such investments would not be entitled to the benefits of Section 1110.
 
Loan to Value Ratios of Equipment Notes
 
The tables in Appendix IV to this prospectus set forth the loan to Aircraft value ratios (“LTVs”) for the Series A and Series B Equipment Notes issued in respect of (i) each 2009 Aircraft as of June 17, 2010 (the first Regular Distribution Date that occurs after the Issuance Date), (ii) each 2000-1 Aircraft as of June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date) and (iii) in each of the foregoing cases, each Regular Distribution Date thereafter. With respect to each 2000-1 Aircraft, the LTVs for any Regular Distribution Date after the Issuance Date but prior to June 17, 2011 are not included because June 17, 2011 is the first Regular Distribution Date to occur after the Outside Termination Date, which is the last date that the 2000-1 Aircraft may be subjected to the financing of this offering.
 
The LTVs for each Regular Distribution Date listed in the tables in Appendix IV were obtained by dividing (i) the outstanding principal amount (assuming no payment default, purchase or early redemption) of such Equipment Notes, plus in the case of the Series B Equipment Notes, the outstanding balance of the Series A Equipment Notes issued under the relevant Indenture, determined immediately after giving effect to the payments scheduled to be made on each such Regular Distribution Date by (ii) the assumed aircraft value (the “Assumed Aircraft Value”) on such Regular Distribution Date, calculated based on the Depreciation Assumption, of the Aircraft with respect to which such Equipment Notes were assumed to be issued.


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The tables in Appendix IV are based on the assumption (the “Depreciation Assumption”) that the Assumed Aircraft Value of each Aircraft depreciates annually by approximately 3% of the appraised value at delivery per year for the first 15 years after delivery of such Aircraft by the manufacturer, by approximately 4% per year thereafter for the next five years and by approximately 5% each year after that. With respect to each Aircraft, the appraised value of such Aircraft is the theoretical value that, when depreciated from the initial delivery of such Aircraft by the manufacturer in accordance with the Depreciation Assumption, results in the appraised value of such Aircraft specified under “Summary — Equipment Notes and the Aircraft” and “Description of the Aircraft and the Appraisals — The Appraisals”.
 
Other rates or methods of depreciation could result in materially different LTVs, and no assurance can be given (i) that the depreciation rate and method assumed for the purposes of the tables are the ones most likely to occur or (ii) as to the actual future value of any Aircraft. Thus, the tables should not be considered a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based on one set of assumptions. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.
 
Limitation of Liability
 
Except as otherwise provided in the Indentures, no Loan Trustee, in its individual capacity, will be answerable or accountable under the Indentures or the Equipment Notes under any circumstances except, among other things, for its own willful misconduct or negligence. (Indentures, Section 6.01)
 
Indenture Events of Default, Notice and Waiver
 
“Indenture Events of Default” under each Indenture will include:
 
  •  the failure by Delta to pay any interest, principal or Make-Whole Amount (if any) within 15 days after the same has become due on any Equipment Note;
 
  •  the failure by Delta to pay any amount (other than interest, principal or Make-Whole Amount (if any)) when due under the Indenture, any Equipment Note or any other operative documents for more than 30 days after Delta receives written notice from the Loan Trustee or any Noteholder under such Indenture;
 
  •  the failure by Delta to carry and maintain (or cause to be maintained) insurance or indemnity on or with respect to the Aircraft in accordance with the provisions of such Indenture; provided that no such failure to carry and maintain insurance will constitute an Indenture Event of Default until the earlier of (i) the date such failure has continued unremedied for a period of 30 days after the Loan Trustee receives notice of the cancellation of such insurance or (ii) the date such insurance is not in effect as to the Loan Trustee;
 
  •  the failure by Delta to perform or observe any other covenant, condition or agreement to be performed or observed by it under any operative document that continues for a period of 60 days after Delta receives written notice from the Loan Trustee or any Noteholder under such Indenture; provided that, if such failure is capable of being remedied, no such failure will constitute an Indenture Event of Default for a period of one year after such notice is received by Delta so long as Delta is diligently proceeding to remedy such failure;
 
  •  any representation or warranty made by Delta in the related operative documents proves to have been incorrect in any material respect when made, and such incorrectness continues to be material to the transactions contemplated by the Indenture and remains unremedied for a period of 60 days after Delta receives written notice from the Loan Trustee under such Indenture; provided that, if such incorrectness is capable of being remedied, no such incorrectness will constitute an Indenture Event of Default for a period of one year after such


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  notice is received by Delta so long as Delta is diligently proceeding to remedy such incorrectness;
 
  •  the occurrence of certain events of bankruptcy, reorganization or insolvency of Delta; or
 
  •  the occurrence and continuance of an “Indenture Event of Default” under any other Indenture, but only if, as of any date of determination, all Equipment Notes issued and outstanding under such other Indenture are held by the Subordination Agent under the Intercreditor Agreement. (Indenture, Section 4.01)
 
Each Indenture provides that the holders of a majority in aggregate unpaid principal amount of the Equipment Notes outstanding under such Indenture, by written instruction to the Loan Trustee, may on behalf of all the Noteholders waive any past default and its consequences under such Indenture, except a default in the payment of the principal of, Make-Whole Amount (if any) or interest due under any such Equipment Notes outstanding (other than with the consent of the holder thereof) or a default in respect of any covenant or provision of such Indenture that cannot be modified or amended without the consent of each such affected Noteholder. (Indentures, Section 4.05) This provision, among others, is subject to the terms of the Intercreditor Agreement.
 
Remedies
 
The exercise of remedies under the Indentures will be subject to the terms of the Intercreditor Agreement, and the following description should be read in conjunction with the description of the Intercreditor Agreement.
 
If an Indenture Event of Default occurs and is continuing under an Indenture, the related Loan Trustee may, and upon receipt of written instructions of the holders of a majority in principal amount of the Equipment Notes then outstanding under such Indenture will, declare the principal of all such Equipment Notes issued thereunder immediately due and payable, together with all accrued but unpaid interest thereon (but without any Make-Whole Amount). If certain events of bankruptcy or insolvency occur with respect to Delta, such amounts shall, subject to applicable law, become due and payable without any declaration or other act on the part of the related Loan Trustee or holders of Equipment Notes. The holders of a majority in principal amount of Equipment Notes outstanding under an Indenture may rescind any declaration of acceleration of such Equipment Notes if (i) there has been paid to or deposited with the related Loan Trustee an amount sufficient to pay all overdue installments of principal and interest on any such Equipment Notes, and all other amounts owing under the operative documents, that have become due otherwise than by such declaration of acceleration and (ii) all other Indenture Events of Default, other than nonpayment of principal amount or interest on the Equipment Notes that have become due solely because of such acceleration, have been cured or waived; provided that no such rescission or annulment will extend to or affect any subsequent default or Indenture Event of Default or impair any right consequent thereon. (Indentures, Section 4.02(d))
 
Each Indenture provides that, if an Indenture Event of Default under such Indenture has occurred and is continuing, the related Loan Trustee may exercise certain rights or remedies available to it under such Indenture or under applicable law. Such remedies include the right to take possession of the Aircraft and to sell all or any part of the Airframe or any Engine comprising the Aircraft subject to such Indenture. (Indentures, Section 4.02(a)) See “Description of the Intercreditor Agreement — Intercreditor Rights — Limitation on Exercise of Remedies”.
 
In the case of Chapter 11 bankruptcy proceedings in which an air carrier is a debtor, Section 1110 provides special rights to holders of security interests with respect to “equipment” (as defined in Section 1110). Section 1110 provides that, subject to the limitations specified therein, the right of a secured party with a security interest in “equipment” to take possession of such equipment in compliance with the provisions of a security agreement and to enforce any of its rights or remedies thereunder is not affected after 60 days after the date of the order for relief in a case under


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Chapter 11 of the Bankruptcy Code by any provision of the Bankruptcy Code. Section 1110, however, provides that the right to take possession of an aircraft and enforce other remedies may not be exercised for 60 days following the date of the order for relief (or such longer period consented to by the holder of a security interest and approved by the court) and may not be exercised at all after such period if the trustee in reorganization agrees, subject to the approval of the court, to perform the debtor’s obligations under the security agreement and cures all defaults (other than a default of a kind specified in Section 365(b)(2) of the Bankruptcy Code, such as a default that is a breach of a provision relating to the financial condition, bankruptcy or insolvency of the debtor). “Equipment” is defined in Section 1110, in part, as “an aircraft, aircraft engine, propeller, appliance, or spare part (as defined in section 40102 of title 49 of the United States Code) that is subject to a security interest granted by, leased to, or conditionally sold to a debtor that, at the time such transaction is entered into, holds an air carrier operating certificate issued pursuant to chapter 447 of title 49 of the United States Code for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo”.
 
It is a condition to each Trustee’s obligations to purchase Equipment Notes with respect to each Aircraft that Delta’s internal counsel provide an opinion to the Trustees that, if Delta were to become a debtor under Chapter 11 of the Bankruptcy Code, the Loan Trustee would be entitled to the benefits of Section 1110 with respect to the Airframe and Engines comprising the Aircraft originally subjected to the lien of the relevant Indenture. This opinion will be subject to certain qualifications and assumptions.
 
The opinion of Delta’s internal counsel will not address the possible replacement of an Aircraft after an Event of Loss in the future, the consummation of which is conditioned upon the contemporaneous delivery of an opinion of counsel to the effect that the related Loan Trustee will be entitled to Section 1110 benefits with respect to the replacement Airframe unless there is a change in law or court interpretation that results in Section 1110 not being available. See “— Certain Provisions of the Indentures — Events of Loss”. The opinion of Delta’s internal counsel also will not address the availability of Section 1110 with respect to the bankruptcy proceedings of any possible lessee of an Aircraft if it is leased by Delta.
 
In certain circumstances following the bankruptcy or insolvency of Delta where the obligations of Delta under any Indenture exceed the value of the Aircraft Collateral under such Indenture, post-petition interest will not accrue on the related Equipment Notes. In addition, to the extent that distributions are made to any Certificateholders, whether under the Intercreditor Agreement or from drawings on the Liquidity Facilities, in respect of amounts that would have been funded by post-petition interest payments on such Equipment Notes had such payments been made, there would be a shortfall between the claim allowable against Delta on such Equipment Notes after the disposition of the Aircraft Collateral securing such Equipment Notes and the remaining balance of the Certificates. Such shortfall would first reduce some or all of the remaining claim against Delta available to the Trustees for the most junior classes.
 
If an Indenture Event of Default under any Indenture occurs and is continuing, any sums held or received by the related Loan Trustee may be applied to reimburse such Loan Trustee for any tax, expense or other loss incurred by it and to pay any other amounts due to such Loan Trustee prior to any payments to holders of the Equipment Notes issued under such Indenture. (Indentures, Section 3.03)
 
Modification of Indentures
 
Without the consent of holders of a majority in principal amount of the Equipment Notes outstanding under any Indenture, the provisions of such Indenture and the related Equipment Notes and Participation Agreement may not be amended or modified, except to the extent indicated below.
 
In addition, any Indenture and any Equipment Notes may be amended without the consent of any Noteholder or any other beneficiaries of the security under such Indenture to, among other things,


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(i) evidence the succession of another person to Delta and the assumption by any such successor of the covenants of Delta contained in such Indenture and any of the operative documents; (ii) cure any defect or inconsistency in such Indenture or the Equipment Notes issued thereunder, or make any change not inconsistent with the provisions of such Indenture (provided that such change does not adversely affect the interests of any Noteholder or any other beneficiary of the security under such Indenture in its capacity solely as Noteholder or other beneficiary of the security under such Indenture, as the case may be); (iii) cure any ambiguity or correct any mistake; (iv) evidence the succession of a new trustee or the removal of a trustee, or facilitate the appointment of an additional or separate trustee pursuant to such Indenture; (v) convey, transfer, assign, mortgage or pledge any property to or with the Loan Trustee of such Indenture; (vi) make any other provisions or amendments with respect to matters or questions arising under such Indenture or such Equipment Notes or to amend, modify or supplement any provision thereof, provided that such action does not adversely affect the interests of any Noteholder or any other beneficiary of the security under such Indenture in its capacity solely as Noteholder or other beneficiary of the security under such Indenture, as the case may be; (vii) correct, supplement or amplify the description of any property at any time subject to the lien of such Indenture or assure, convey and confirm unto the Loan Trustee any property subject or required to be subject to the lien of such Indenture, or subject to the lien of such Indenture, the applicable Airframe or Engines or any replacement Airframe or replacement Engine; (viii) add to the covenants of Delta for the benefit of the Noteholders or any other beneficiary of the security under such Indenture or surrender any rights or powers conferred upon Delta under such Indenture; (ix) add to rights of the Noteholders or any other beneficiary of the security under such Indenture; (x) include on the Equipment Notes under such Indenture any legend as may be required by law or as may otherwise be necessary or advisable; (xi) comply with any applicable requirements of the Trust Indenture Act or any other requirements of applicable law or of any regulatory body; (xii) give effect to the replacement of any Liquidity Provider with a replacement liquidity provider and the replacement of any Liquidity Facility with a Replacement Facility and, if a Replacement Facility is to be comprised of more than one instrument, incorporate appropriate mechanics for multiple liquidity facilities for the applicable Trust; (xiii) give effect to the replacement of the Depositary with a Replacement Depositary and the agreements related thereto; (xiv) evidence the succession of a new escrow agent or a new paying agent under the Escrow Agreements pursuant thereto or the removal of the Escrow Agent or the Paying Agent thereunder; and (xv) provide for the issuance, in connection with a refinancing, of Series B Equipment Notes, or the issuance or successive redemption and issuance from time to time of one series of Additional Equipment Notes, and for the issuance of pass through certificates by any pass through trust that acquires any such Series B Equipment Notes or Additional Equipment Notes, and make changes relating to any of the foregoing (including, without limitation, provide for any prefunding mechanism in connection therewith), and provide for any credit support for any pass through certificates relating to any such Series B Equipment Notes or Additional Equipment Notes (including, without limitation, secure claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, specify such credit support as a “Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider”, and if such Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple liquidity facilities for a single pass through trust), in each case, provided that, such Series B Equipment Notes or Additional Equipment Notes, as the case may be, are issued in accordance with the Note Purchase Agreement, the applicable Participation Agreement and the Intercreditor Agreement. See “Possible Issuance of Additional Certificates and Refinancing of Certificates”. (Indentures, Section 9.01)
 
Each Indenture provides that without the consent of the holder of each Equipment Note outstanding under such Indenture affected thereby, no amendment or modification of such Indenture may, among other things, (i) reduce the principal amount of, Make-Whole Amount (if any) or interest payable on any Equipment Notes issued under such Indenture; (ii) change the date on which any principal amount of, Make-Whole Amount (if any) or interest payable on any Equipment Note is due or payable; (iii) create any lien with respect to the Collateral subject to the lien of such Indenture prior to


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or pari passu with the lien of such Indenture, except as permitted by such Indenture, or deprive any holder of an Equipment Note issued under such Indenture of the benefit of the lien of such Indenture upon the related Collateral, except as provided in connection with the exercise of remedies under such Indenture, provided that, without the consent of each holder of an affected Related Equipment Note then outstanding, no such amendment, waiver or modification of terms of, or consent under, any thereof shall modify the provisions described in the last paragraph under “— Subordination” or this clause (iii) or deprive any holder of a Related Equipment Note of the benefit of the lien of such Indenture upon the related Collateral, except as provided in connection with the exercise of remedies under such Indenture; or (iv) reduce the percentage in principal amount of outstanding Equipment Notes issued under such Indenture required to take or approve any action under such Indenture. (Indentures, Section 9.02(a))
 
Indemnification
 
Delta will indemnify each Loan Trustee, the Liquidity Providers, the Subordination Agent, the Escrow Agent, the Paying Agent, the escrow agent (if any) and paying agent (if any) with respect to the Additional Certificates, if issued, and each Trustee, but not, in any case, the holders of Certificates, for certain losses, claims and other matters. (Participation Agreements, Section 4.02) No Loan Trustee will be indemnified, however, for actions arising from its negligence or willful misconduct, or for the inaccuracy of any representation or warranty made in its individual capacity under an Indenture.
 
No Loan Trustee will be required to take any action or refrain from taking any action (other than notifying the Noteholders if it knows of an Indenture Event of Default or of a default arising from Delta’s failure to pay when due principal, interest or Make-Whole Amount (if any) under any Equipment Note) unless it has received indemnification satisfactory to it against any risks incurred in connection therewith. (Indentures, Section 5.03)
 
Certain Provisions of the Indentures
 
Maintenance and Operation
 
Under the terms of each Indenture, Delta will be obligated, among other things and at its expense, to keep each Aircraft duly registered, and to maintain, service, repair, and overhaul the Aircraft (or cause the same to be done) so as to keep it in such condition as necessary to maintain the airworthiness certificate for the Aircraft in good standing at all times (other than during temporary periods of storage, maintenance, testing or modification or during periods of grounding by applicable governmental authorities). (Indentures, Section 7.02(c) and (e))
 
Delta will agree not to maintain, use, or operate any Aircraft in violation of any law, rule or regulation of any government having jurisdiction over such Aircraft, or in violation of any airworthiness certificate, license or registration relating to such Aircraft issued by such government, except, among other things, to the extent Delta (or any lessee) is contesting in good faith the validity or application of any such law, rule or regulation in any manner that does not involve any material risk of sale, forfeiture or loss of the Aircraft or impair the lien of the related Indenture. (Indentures, Section 7.02(b))
 
Delta must make (or cause to be made) all alterations, modifications, and additions to each Airframe and Engine necessary to meet the applicable requirements of the FAA or any other applicable governmental authority of another jurisdiction in which the Aircraft may then be registered; provided that Delta (or any lessee) may in good faith contest the validity or application of any such requirement in any manner that does not involve, among other things, a material risk of sale, loss or forfeiture of the Aircraft and does not materially adversely affect the Loan Trustee’s interest in the Aircraft under (and as defined in) the related Indenture. Delta (or any lessee) may add further parts and make other alterations, modifications, and additions to any Airframe or any Engine as Delta (or any such lessee) deems desirable in the proper conduct of its business, including without limitation removal (without replacement) of parts, so long as such alterations, modifications, additions, or


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removals do not materially diminish the value or utility of such Airframe or Engine below its value or utility immediately prior to such alteration, modification, addition, or removal (assuming such Airframe or Engine was maintained in accordance with the related Indenture), except that the value (but not the utility) of any Airframe or Engine may be reduced from time to time by the value of any such parts which have been removed that Delta deems obsolete or no longer suitable or appropriate for use on such Airframe or Engine. All parts (with certain exceptions) incorporated or installed in or added to such Airframe or Engine as a result of such alterations, modifications or additions will be subject to the lien of the related Indenture. Delta (or any lessee) is permitted to remove (without replacement) any part that (i) is in addition to, and not in replacement of or substitution for, any part originally incorporated or installed in or attached to an Airframe or Engine at the time of delivery thereof to Delta or any part in replacement of or substitution for such part, (ii) is not required to be incorporated or installed in or attached to any Airframe or Engine pursuant to applicable requirements of the FAA or other jurisdiction in which the Aircraft may then be registered, and (iii) can be removed without materially diminishing the value or utility required to be maintained by the terms of the related Indenture that the Aircraft would have had if such part had never been installed. (Indentures, Section 7.04(c))
 
Except as set forth above, or in certain cases of Event of Loss, Delta will be obligated to replace or cause to be replaced all parts that are incorporated or installed in or attached to any Airframe or any Engine and become worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use. Any such replacement parts will become subject to the lien of the related Indenture in lieu of the part replaced. (Indentures, Section 7.04(a))
 
Registration, Leasing and Possession
 
Although Delta has certain re-registration rights, as described below, Delta generally is required to keep each Aircraft duly registered under the Transportation Code with the FAA and to record each Indenture under the Federal Aviation Act. (Indentures, Section 7.02(e)) In addition, Delta will register the “international interests” created pursuant to the Indentures under the Cape Town Convention on International Interests in Mobile Equipment and the related Aircraft Equipment Protocol (the “Cape Town Treaty”). (Indentures, Section 7.02(e)). Although Delta has no current intention to do so, Delta will be permitted to register an Aircraft in certain jurisdictions outside the United States, subject to certain conditions specified in the related Indenture. These conditions include a requirement that the laws of the new jurisdiction of registration will give effect to the lien of and the security interest created by the related Indenture in the applicable Aircraft. (Indentures, Section 7.02(e)) Delta also will be permitted, subject to certain limitations, to lease any Aircraft or any Engine to any United States certificated air carrier, to certain foreign air carriers or to certain manufacturers of airframes or engines (either directly or through an affiliate). In addition, subject to certain limitations, Delta will be permitted to transfer possession of any Airframe or any Engine other than by lease, including transfers of possession by Delta or any lessee in connection with certain interchange and pooling arrangements, “wet leases”, and transfers in connection with maintenance or modifications and transfers to the government of the United States, Canada, France, Germany, Japan, The Netherlands, Sweden, Switzerland and the United Kingdom or any instrumentality or agency thereof. (Indentures, Section 7.02(a)) There will be no general geographical restrictions on Delta’s (or any lessee’s) ability to operate the Aircraft. The extent to which the relevant Loan Trustee’s lien would be recognized in an Aircraft if such Aircraft were located in certain countries is uncertain. Permitted foreign air carrier lessees are not limited to those based in a country that is a party to the Convention on the International Recognition of Rights in Aircraft (Geneva 1948) (the “Mortgage Convention”) or a party to the Cape Town Treaty. It is uncertain to what extent the relevant Loan Trustee’s security interest would be recognized if an Aircraft is registered or located in a jurisdiction not a party to the Mortgage Convention or the Cape Town Treaty. The Cape Town Treaty provides, that, subject to certain exceptions, a registered “international interest” has priority over a subsequently registered interest and over an unregistered interest for purposes of the law of those jurisdictions that have ratified the Cape Town Treaty. There are many jurisdictions in the world that have not ratified the Cape Town Treaty,


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and the Aircraft may be located in any such jurisdiction from time to time. There is no legal precedent with respect to the application of the Cape Town Treaty in any jurisdiction and therefore it is unclear how the Cape Town Treaty will be applied.
 
In addition, any exercise of the right to repossess an Aircraft may be difficult, expensive and time-consuming, particularly when such Aircraft is located outside the United States or has been registered in a foreign jurisdiction or leased to or in possession of a foreign or domestic operator. Any such exercise would be subject to the limitations and requirements of applicable law, including the need to obtain consents or approvals for deregistration or re-export of the Aircraft, which may be subject to delays and political risk. When a defaulting lessee or other permitted transferee is the subject of a bankruptcy, insolvency, or similar event such as protective administration, additional limitations may apply. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Repossession of Aircraft may be difficult, time-consuming and expensive”.
 
In addition, some jurisdictions may allow for other liens or other third party rights to have priority over a Loan Trustee’s security interest in an Aircraft. As a result, the benefits of the related Loan Trustee’s security interest in an Aircraft may be less than they would be if the Aircraft were located or registered in the United States.
 
Upon repossession of an Aircraft, the Aircraft may need to be stored and insured. The costs of storage and insurance can be significant, and the incurrence of such costs could reduce the proceeds available to repay the Certificateholders. In addition, at the time of foreclosing on the lien on the Aircraft under the related Indenture, an Airframe subject to such Indenture might not be equipped with Engines subject to the same Indenture. If Delta fails to transfer title to engines not owned by Delta that are attached to repossessed Aircraft, it could be difficult, expensive and time-consuming to assemble an Aircraft consisting of an Airframe and Engines subject to the Indenture.
 
Liens
 
Delta is required to maintain each Aircraft free of any liens, other than the lien of the Indenture, any other rights existing pursuant to or permitted by the other operative documents and pass through documents related thereto, the rights of others in possession of the Aircraft in accordance with the terms of the related Indenture and liens attributable to other parties to the operative documents and pass through documents related thereto and other than certain other specified liens, including but not limited to (i) liens for taxes either not yet overdue or being contested in good faith by appropriate proceedings so long as such proceedings do not involve any material risk of the sale, forfeiture or loss of the Airframe or any Engine or the Loan Trustee’s interest therein or impair the lien of the related Indenture; (ii) materialmen’s, mechanics’, workers’, landlord’s, repairmen’s, employees’ or other similar liens arising in the ordinary course of business and securing obligations that either are not yet overdue for more than 60 days or are being contested in good faith by appropriate proceedings so long as such proceedings do not involve any material risk of the sale, forfeiture or loss of the Airframe or any Engine or the Loan Trustee’s interest therein or materially impair the lien of the related Indenture; (iii) judgment liens so long as such judgment is discharged, vacated or reversed within 60 days or the execution of such judgment is stayed pending appeal or such judgment is discharged, vacated or reversed within 60 days after expiration of such stay; (iv) salvage or similar rights of insurers under insurance policies maintained by Delta; (v) any other lien as to which Delta has provided a bond, cash collateral or other security adequate in the reasonable opinion of the relevant Loan Trustee; and (vi) liens approved in writing by the Loan Trustee with the consent of holders of a majority in principal amount of the Equipment Notes outstanding under the Indenture. (Indentures, Section 7.01)
 
Insurance
 
Subject to certain exceptions, Delta is required to maintain or cause to be maintained, at its or any lessee’s expense, all risk aircraft hull insurance covering each Aircraft (including, without limitation, war risk hull insurance if and to the extent the same is maintained by Delta (or any permitted lessee) with respect to other similar aircraft operated by Delta (or such permitted lessee) on


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the same routes), at all times in an amount not less than 110% of the aggregate outstanding principal amount of the Equipment Notes relating to such Aircraft. However, after giving effect to self-insurance permitted as described below, the amount payable under such insurance may be less than such amounts payable with respect to such Equipment Notes. If an Aircraft suffers an Event of Loss, insurance proceeds up to an amount equal to the outstanding principal amount of the Equipment Notes, together with accrued but unpaid interest thereon, plus an amount equal to the interest that will accrue on the outstanding principal amount of the Equipment Notes during the period commencing on the day following the date of payment of such insurance proceeds to the Loan Trustee and ending on the loss payment date (the sum of those amounts being, the “Loan Amount”) will be paid to the applicable Loan Trustee. If an Aircraft or Engine suffers loss or damage not constituting an Event of Loss but involving insurance proceeds in excess of $8,000,000 (in the case of a Boeing 737-732 or Boeing 737-832), $12,000,000 (in the case of a Boeing 757-232), $15,000,000 (in the case of a Boeing 767-332ER) or $28,000,000 (in the case of a Boeing 777-232LR), proceeds in excess of such specified amounts up to the Loan Amount will be payable to the applicable Loan Trustee, and the proceeds up to such specified amounts and proceeds in excess of the Loan Amount will be payable directly to Delta unless an Indenture Event of Default exists, in which event all insurance proceeds for any loss or damage to an Aircraft (or Engine) up to an amount equal to the Loan Amount will be payable to the Loan Trustee. So long as the loss does not constitute an Event of Loss, insurance proceeds will be applied to repair or replace the equipment. (Indentures, Section 7.06(c) and (f))
 
In addition, subject to certain exceptions, Delta is obligated to maintain or cause to be maintained aircraft liability insurance at its or any lessee’s expense, including, without limitation, passenger, contractual, bodily injury, personal injury and property damage liability insurance (exclusive of manufacturer’s product liability insurance and war risk, hijacking and related perils insurance) with respect to each Aircraft. Such liability insurance must be underwritten by insurers of recognized responsibility. The amount of such liability insurance coverage may not be less than the amount of aircraft liability insurance from time to time applicable to similar aircraft in Delta’s fleet on which Delta carries insurance and operated by Delta on the same or similar routes on which the Aircraft is operated. (Indentures, Section 7.06(a))
 
Delta is also required to maintain or cause to be maintained war risk, hijacking and related perils liability insurance with respect to each Aircraft if such Aircraft, the related Airframe or any related Engine is being operated in any war zone or area of recognized or, in Delta’s judgment, threatened hostilities, (i) in an amount that is not less than the aircraft liability insurance applicable to similar aircraft and engines in Delta’s fleet on which Delta carries insurance and operated by Delta (or if a lease is in effect, in such permitted lessee’s fleet on which such permitted lessee carries insurance and operated by such permitted lessee) on the same or similar routes as such Aircraft; provided that such liability insurance shall not be less than the minimum insurance amount specified in the applicable Indenture, (ii) that is maintained in effect with insurers of recognized responsibility, and (iii) which shall cover the perils set forth in the insurance policies maintained in connection with the CRAF Program (as such insurance policies maintained in connection with the CRAF Program may be amended from time to time). Except with respect to any war-risk, hijacking or related perils liability insurance maintained on any aircraft owned or operated by Delta in connection with the CRAF Program, if war-risk, hijacking or related perils liability insurance is maintained by Delta (or if a lease is in effect, by such permitted lessee) with respect to any aircraft owned or operated by Delta (or such permitted lessee) of the same or similar type operated by Delta (or such permitted lessee) on the same or similar routes as operated by such Aircraft, then Delta shall maintain or cause to be maintained with respect to such Aircraft war-risk, hijacking and related perils liability insurance in scope and coverage no less comprehensive, in an amount not less than the insurance maintained by Delta (or such permitted lessee) with respect to such other aircraft, and with insurers of recognized responsibility. (Indentures, Section 7.06(b))
 
Delta may self-insure, but the amount of such self-insurance with respect to all of the aircraft and engines in the combined fleet of Delta and its affiliates may not exceed for any 12-month policy year


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1% of the average aggregate insurable value (during the preceding policy year) of all aircraft in the combined fleets of Delta and its affiliates on which Delta and its affiliates carry insurance, unless an insurance broker of national standing certifies that the standard among all other major U.S. airlines is a higher level of self-insurance, in which case Delta may self-insure the Aircraft to such higher level. In addition, Delta may self-insure to the extent of (i) any applicable deductible per occurrence for an aircraft that is not in excess of the amount customarily allowed as a deductible in the industry or is required to facilitate claims handling, or (ii) any applicable mandatory minimum per aircraft (or, if applicable, per annum or other period) liability insurance or hull insurance deductibles imposed by the aircraft liability or hull insurers. (Indentures, Section 7.06(d))
 
In respect of each Aircraft, Delta is required to name the relevant Loan Trustee, each Trustee, the Subordination Agent and the Liquidity Providers as additional insured parties as their respective interests may appear under all liability insurance policies required by the terms of the Indenture with respect to such Aircraft. In addition, the hull and liability insurance policies will be required to provide that, in respect of the interests of such additional insured party, the insurance shall not be invalidated or impaired by any action or inaction of Delta (or any permitted lessee). (Indentures, Section 7.06(a), (b) and (c))
 
Subject to certain customary exceptions, Delta may not operate (or permit any lessee to operate) any Aircraft in any area that is excluded from coverage by any insurance policy in effect with respect to such Aircraft and required by the Indenture or in any war zone or recognized (or, in Delta’s judgment, threatened) areas of hostility. (Indentures, Section 7.02(b))
 
Events of Loss
 
If an Event of Loss occurs with respect to the Airframe or the Airframe and one or more Engines of an Aircraft, Delta must elect within 90 days after such occurrence (i) to replace such Airframe and any such Engines or (ii) to pay the applicable Loan Trustee the outstanding principal amount of the Equipment Notes relating to such Aircraft together with interest accrued but unpaid thereon, but without any premium. Depending upon Delta’s election, not later than the first Business Day after the 120th day following the date of occurrence of such Event of Loss, Delta will (i) redeem the Equipment Notes under the applicable Indenture by paying to the Loan Trustee the outstanding unpaid principal amount of such Equipment Notes, together with accrued but unpaid interest thereon, but without any premium or (ii) substitute an airframe (or airframe and one or more engines, as the case may be) for the Airframe, or Airframe and Engine(s), that suffered such Event of Loss. If Delta elects to replace an Airframe (or Airframe and one or more Engines, as the case may be) that suffered such Event of Loss, it will do so with an airframe or airframe and engine(s) of the same model as the Airframe or Airframe and Engine(s) to be replaced or a comparable or improved model, and with a value and utility (without regard to hours or cycles) at least equal to the Airframe or Airframe and Engine(s) to be replaced, assuming that such Airframe and such Engine(s) were in the condition and repair required by the related Indenture. Delta is also required to provide to the relevant Loan Trustee opinions of counsel (i) to the effect that such Loan Trustee will be entitled to the benefits of Section 1110 with respect to the replacement airframe (unless, as a result of a change in law or governmental or judicial interpretation, such benefits were not available with respect to the Aircraft immediately prior to such replacement), and (ii) as to the due registration of the replacement aircraft, the due recordation of a supplement to the Indenture relating to such replacement aircraft, and the validity and perfection of the security interest granted to the Loan Trustee in the replacement aircraft. If Delta elects not to replace such Airframe, or Airframe and Engine(s), then upon payment of the outstanding principal amount of the Equipment Notes issued with respect to such Aircraft, together with accrued but unpaid interest thereon (but without any premium), the lien of the Indenture will terminate with respect to such Aircraft, and the obligation of Delta thereafter to make the scheduled interest and principal payments with respect to such Equipment Notes will cease. The payments made under the Indenture by Delta will be deposited with the applicable Loan Trustee. Amounts in excess of the amounts due and owing under the Equipment Notes issued with respect to such Aircraft will be distributed by such Loan Trustee to Delta. (Indentures, Sections 2.10, 3.02, 7.05(a) and 7.05(c))


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If an Event of Loss occurs with respect to an Engine alone, Delta will be required to replace such Engine within 120 days after the occurrence of such Event of Loss with another engine, free and clear of all liens (other than certain permitted liens). Such replacement engine will be the same model as the Engine to be replaced, or a comparable or improved model of the same or another manufacturer, suitable for installation and use on the Airframe, and will have a value and utility (without regard to hours or cycles) at least equal to the Engine to be replaced, assuming that such Engine was in the condition and repair required by the terms of the relevant Indenture. (Indentures, Section 7.05(b))
 
An “Event of Loss” with respect to an Aircraft, Airframe or any Engine means any of the following events with respect to such property:
 
  •  the loss of such property or of the use thereof due to destruction, damage to such property beyond repair or rendition of such property permanently unfit for normal use for any reason whatsoever;
 
  •  any damage to such property that results in an insurance settlement with respect to such property on the basis of a total loss or a compromised or constructive total loss;
 
  •  the theft, hijacking or disappearance of such property for a period exceeding 180 consecutive days;
 
  •  the requisition for use or hire of such property by any government (other than a requisition for use or hire by the government of Canada, France, Germany, Japan, The Netherlands, Sweden, Switzerland, the United Kingdom or the United States or the government of the country of registry of the Aircraft) that results in the loss of possession of such property by Delta (or any lessee) for a period exceeding 12 consecutive months;
 
  •  the operation or location of the Aircraft, while under requisition for use by any government, in an area excluded from coverage by any insurance policy required by the terms of the Indenture, unless Delta has obtained indemnity or insurance in lieu thereof from such government;
 
  •  any requisition of title or other compulsory acquisition, capture, seizure, deprivation, confiscation or detention (excluding requisition for use or hire not involving a requisition of title) for any reason of the Aircraft by any government that results in the loss of title or use of the Aircraft by Delta (or a permitted lessee) for a period in excess of 180 consecutive days;
 
  •  as a result of any law, rule, regulation, order or other action by the FAA or other government of the country of registry, the use of the Aircraft or Airframe in the normal business of air transportation is prohibited by virtue of a condition affecting all aircraft of the same type for a period of 18 consecutive months, unless Delta is diligently carrying forward all steps that are necessary or desirable to permit the normal use of the Aircraft or Airframe or, in any event, if such use is prohibited for a period of three consecutive years; and
 
  •  with respect to an Engine only, any divestiture of title to or interest in such Engine or, in certain circumstances, the installation of such Engine on an airframe that is subject to a conditional sale or other security agreement.
 
An Event of Loss with respect to an Aircraft is deemed to have occurred if an Event of Loss occurs with respect to the Airframe that is a part of such Aircraft unless Delta elects to substitute a replacement Airframe pursuant to the related Indenture. (Indentures, Annex A)
 
If, at any time before the Final Maturity Date, the Equipment Notes issued under an Indenture are repaid in full in the case of an Event of Loss with respect to the applicable Aircraft, the lien on such Aircraft under such Indenture will be released, and such Aircraft will not thereafter secure any other Equipment Notes.


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POSSIBLE ISSUANCE OF ADDITIONAL CERTIFICATES AND REFINANCING OF CERTIFICATES
 
Issuance of Additional Certificates
 
Delta may elect to issue one additional series of equipment notes (the “Additional Equipment Notes”) with respect to any Aircraft at any time, which Additional Equipment Notes will be funded from sources other than this offering but will be issued under the same Indenture as the Equipment Notes for such Aircraft. Any Additional Equipment Notes issued under an Indenture will be subordinated in right of payment to Series A Equipment Notes and Series B Equipment Notes issued under such Indenture. Delta will fund the sale of any Additional Equipment Notes through the sale of pass through certificates (the “Additional Certificates”) issued by a single pass through trust (an “Additional Trust”). (Intercreditor Agreement, Section 8.01(d))
 
The Trustee of any Additional Trust will become a party to the Intercreditor Agreement, and the Intercreditor Agreement will be amended by written agreement of Delta and the Subordination Agent to provide for the subordination of the Additional Certificates to the Administration Expenses, the Liquidity Obligations, the Class A Certificates and the Class B Certificates. The priority of distributions under the Intercreditor Agreement may be revised, however, with respect to Additional Certificates to provide for distribution of “Adjusted Interest” with respect to such Additional Certificates (calculated in a manner substantially similar to the calculation of Class B Adjusted Interest) after Class B Adjusted Interest, but before Expected Distributions on the Class A Certificates. (Intercreditor Agreement, Section 8.01(d))
 
Any such issuance of Additional Equipment Notes and Additional Certificates, and any such amendment of the Intercreditor Agreement (and any amendment of an Indenture in connection with such issuance), is contingent upon each Rating Agency providing written confirmation that such actions will not result in a withdrawal, suspension, or downgrading of the rating of any class of Certificates then rated by such Rating Agency and that remains outstanding. The issuance of Additional Equipment Notes and Additional Certificates in compliance with the foregoing conditions will not require the consent of any Trustee or any holders of any class of Certificates. (Intercreditor Agreement, Section 8.01(d))
 
Refinancing of Certificates
 
Delta may elect to redeem Series B Equipment Notes (or any series of Additional Equipment Notes) then outstanding and to issue new Equipment Notes with the same series designation as, but with terms that may differ from, those of the redeemed Equipment Notes (any such new Equipment Notes, the “Refinancing Equipment Notes”) in respect of all (but not less than all) of the Aircraft. In such case, Delta will fund the sale of such Refinancing Equipment Notes through the sale of pass through certificates (the “Refinancing Certificates”) issued by a single pass through trust (each, a “Refinancing Trust”).
 
The Trustee of any Refinancing Trust will become a party to the Intercreditor Agreement, and the Intercreditor Agreement will be amended by written agreement of Delta and the Subordination Agent to provide for the subordination of the Refinancing Certificates to the Administration Expenses, the Liquidity Obligations, the Class A Certificates and, if applicable, the Class B Certificates in the same manner that the corresponding class of refinanced Certificates was subordinated. Such issuance of Refinancing Equipment Notes and Refinancing Certificates, and any such amendment of the Intercreditor Agreement (and any amendment of an Indenture in connection with such refinancing), is contingent upon each Rating Agency providing written confirmation that such actions will not result in a withdrawal, suspension, or downgrading of the rating of any class of Certificates then rated by such Rating Agency and that remains outstanding. The issuance of Refinancing Certificates in compliance with the foregoing conditions will not require the consent of any Trustee or any holders of any class of Certificates. (Intercreditor Agreement, Section 8.01(c))


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Additional Liquidity Facilities
 
Refinancing Certificates in respect of refinanced Class B Certificates may have the benefit of credit support similar to the Liquidity Facilities and claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support may rank equally with similar claims in respect of the Liquidity Facilities, so long as the prior written consent of the Liquidity Providers shall have been obtained and each Rating Agency shall have provided written confirmation that such actions will not result in a withdrawal, suspension, or downgrading of the rating of any class of Certificates then rated by such Rating Agency and that remains outstanding. (Intercreditor Agreement, Section 8.01(c)(iii))
 
Additional Certificates and Refinancing Certificates in respect of refinanced Additional Certificates may have the benefit of credit support similar to the Liquidity Facilities (provided that claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support shall be subordinate to the Administrative Expenses, Liquidity Obligations, the Class A Certificates and the Class B Certificates), so long as the prior written consent of the Liquidity Providers shall have been obtained and each Rating Agency shall have provided written confirmation that such actions will not result in a withdrawal, suspension, or downgrading of the rating of any class of Certificates then rated by such Rating Agency and that remains outstanding.


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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
 
The following is a general discussion of certain U.S. federal income tax consequences of the purchase, ownership and disposition of Certificates and the associated Escrow Receipts by a Certificate Owner that purchases such Certificates in the initial offering thereof at the offering price set forth in this prospectus and holds such Certificates as capital assets. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to Certificate Owners in light of their particular circumstances or to Certificate Owners that may be subject to special rules (such as tax-exempt organizations, banks, dealers and traders in securities that use mark-to-market accounting, insurance companies, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, Certificate Owners that hold Certificates as part of a hedging, integrated or conversion transaction or a straddle or Certificate Owners that have a “functional currency” other than the U.S. dollar). This discussion does not address any other U.S. federal tax consequences or any U.S. state or local, or non-U.S., tax consequences. This discussion generally is addressed only to beneficial owners of Certificates that are U.S. Persons and that are not treated as partnerships for U.S. federal income tax purposes, except that the discussion below under “— Certain U.S. Federal Income Tax Consequences to Non-U.S. Certificateholders” and “— Information Reporting and Backup Withholding” addresses certain U.S. federal income tax consequences to Certificate Owners that are not U.S. Persons. For purposes of this discussion, a “U.S. Person” means a person that, for U.S. federal income tax purposes, is (i) an individual citizen or resident of the United States, (ii) a corporation (including non-corporate entities taxable as corporations) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has in effect a valid election under U.S. Treasury regulations to be treated as a U.S. person and (v) except as otherwise provided in U.S. Treasury regulations, a partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia. If an entity treated for U.S. federal income tax purposes as a partnership holds Certificates, the tax consequences may depend upon the status and activities of such entity and its partners. Prospective investors that are treated as partnerships for U.S. federal income tax purposes should consult their own advisors regarding the U.S. federal income tax consequences to them and their partners of an investment in Certificates.
 
This discussion is based upon the tax laws of the United States, as well as judicial and administrative interpretations thereof (in final or proposed form), all as in effect on the date of this prospectus and all of which are subject to change or differing interpretations, which could apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax consequences discussed below, and no assurance can be given that the IRS will not take positions contrary to the discussion below. The Trusts, the Subordination Agent and the Loan Trustees are not indemnified for any U.S. federal income taxes or, with certain exceptions, other taxes that may be imposed upon them, and the imposition of any such taxes could result in a reduction in the amounts available for distribution to Certificate Owners.
 
PERSONS CONSIDERING AN INVESTMENT IN CERTIFICATES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL, AND ANY NON-U.S., INCOME AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF CERTIFICATES AND THE ASSOCIATED ESCROW RECEIPTS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
 
Tax Status of the Trusts
 
Although there is no authority addressing the classification of entities that are similar to the Trusts in all respects, based upon an interpretation of analogous authorities and the terms of the Pass Through Trust Agreements, the Note Purchase Agreement, the Liquidity Facilities, the Intercreditor


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Agreement, the Deposit Agreements and the Escrow Agreements, all as in effect on the date hereof, each Trust should be classified as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes. Each person holding or having a beneficial interest in a Certificate, by its acceptance of such Certificate or interest, agrees to treat the Trust that issued such Certificate as a grantor trust for U.S. federal, state and local income tax purposes. Each Trust intends to file income tax returns and report to investors on the basis that it is a grantor trust. Except as set forth below under “Taxation of Certificate Owners — Trusts Classified as Partnerships”, the discussion below assumes that each Trust will be so classified as a grantor trust.
 
If a Trust were not classified as a grantor trust for U.S. federal income tax purposes, such Trust would be classified as a partnership for such purposes, and would not be classified as an association (or publicly traded partnership) taxable as a corporation and, accordingly, would not itself be subject to U.S. federal income tax, provided that at least 90% of such Trust’s gross income for each of its taxable years is “qualifying income” (which generally includes, among other things, interest income, gain from the sale or other disposition of capital assets held for the production of interest income and income derived with respect to a business of investing in securities). Assuming each Trust operates in accordance with the terms of the related Pass Through Trust Agreement and the other agreements to which it is a party, income derived by such Trust from the Equipment Notes of such Trust and the Note Purchase Agreement will constitute “qualifying income” for these purposes.
 
Taxation of Certificate Owners
 
General
 
Each Certificate Owner will be treated as the owner of a pro rata undivided interest in each Equipment Note, the contractual rights and obligations under the Note Purchase Agreement and any other property held in the applicable Trust and will be required to report on its U.S. federal income tax return its pro rata share of the entire income from such Equipment Notes and other property in accordance with such Certificate Owner’s method of accounting. A Certificate Owner using the cash method of accounting generally must take into account its pro rata share of income as and when received by the applicable Trustee. A Certificate Owner using the accrual method of accounting generally must take into account its pro rata share of income as it accrues or is received by the applicable Trustee, whichever is earlier.
 
It is anticipated that the Equipment Notes will not be issued with original issue discount (“OID”) for U.S. federal income tax purposes. If, however, any Equipment Note is issued with more than a de minimis amount of OID, a Certificate Owner of the related class of Certificates would be required to include such OID in income for U.S. federal income tax purposes as it accrues under a constant yield method based on a compounding of interest, regardless of such Certificate Owner’s method of accounting and prior to such Certificate Owner’s receipt of cash attributable to such income.
 
Under aggregation rules set forth in the U.S. Treasury regulations, if a Certificate Owner purchases Certificates of more than one class, certain of that Certificate Owner’s interests in the Equipment Notes in the related Trusts must, in certain circumstances, be treated together as a single debt instrument which, for OID purposes, has a single issue price, maturity date, stated redemption price at maturity and yield to maturity. If the aggregation rules apply to a Certificate Owner, such Equipment Notes could be treated with respect to such Certificate Owner as having been issued with OID, even if the related Equipment Notes would not otherwise be so treated. Certificate Owners that purchase Certificates of more than one class should consult their own tax advisors regarding the aggregation rules.
 
Each Certificate Owner will also be treated as the owner of a pro rata undivided interest in the associated Deposits. Such Deposits likely will be subject to the U.S. Treasury regulations regarding OID and contingent payments. Under such regulations, a Certificate Owner would be required to include interest income (and any OID) on the associated Deposits in income as it accrues under a


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constant yield method based on a compounding of interest, regardless of such Certificate Owner’s regular method of accounting and prior to such Certificate Owner’s receipt of cash attributable to such income.
 
Each Certificate Owner will be entitled to deduct, consistent with its method of accounting, its pro rata share of fees and expenses paid or incurred by the applicable Trust as provided in Section 162 or 212 of the Code. Certain fees and expenses, including fees paid to the Trustees and the Liquidity Providers, will be borne by parties other than the Certificate Owners. It is possible that such fees and expenses will be treated as constructively received by the applicable Trust, in which event a Certificate Owner of such Trust will be required to include in income and will be entitled to deduct its pro rata share of such fees and expenses. If such Certificate Owner is an individual, estate or trust, the deduction for such Certificate Owner’s share of such fees and expenses will be allowed only to the extent that all of such Certificate Owner’s miscellaneous itemized deductions, including such Certificate Owner’s share of such fees and expenses, exceed 2% of such Certificate Owner’s adjusted gross income. In addition, in the case of such Certificate Owners who are individuals, certain otherwise allowable itemized deductions generally will be subject to additional limitations on itemized deductions under the applicable provisions of the Code.
 
Sale, Exchange or Other Disposition of Certificates
 
A Certificate Owner that sells, exchanges or otherwise disposes of a Certificate generally will recognize capital gain or loss (in the aggregate) equal to the difference between the amount realized on such sale, exchange or other disposition (except to the extent attributable to accrued interest, which will be taxable as interest income if not previously included in income, or to the associated Escrow Receipt) and such Certificate Owner’s adjusted tax basis in the Equipment Notes and any other property held by the applicable Trust (not including the tax basis attributable to the associated Escrow Receipt). Any such gain or loss generally will be long-term capital gain or loss if such Certificate was held for more than one year (except to the extent attributable to any property held by the applicable Trust for one year or less). Any long-term capital gains with respect to the Certificates generally are taxable to corporate taxpayers at the rates applicable to ordinary income and to individual taxpayers at lower rates than the rates applicable to ordinary income. There are limitations on deducting capital losses.
 
Upon a sale, exchange or other disposition of a Certificate, the Certificate Owner will also recognize gain or loss equal to the difference between the amount realized allocable to the associated Escrow Receipt (which evidences such Certificate Owner’s interest in the associated Deposits) and the Certificate Owner’s adjusted tax basis in such Escrow Receipt. Under the U.S. Treasury regulations applicable to debt with contingent payments, any such gain likely would be treated as ordinary interest income (and any such loss likely would, to the extent of cumulative net accruals on the associated Deposit, be treated as an ordinary loss).
 
Trusts Classified as Partnerships
 
If a Trust were classified as a partnership (and not as a publicly traded partnership taxable as a corporation) for U.S. federal income tax purposes, income or loss with respect to the assets held by such Trust would be calculated at the Trust level, but such Trust itself would not be subject to U.S. federal income tax. A Certificate Owner of a Certificate issued by such Trust would be required to report its share of such Trust’s items of income and deduction on its tax return for its taxable year within which such Trust’s taxable year (which should be the calendar year) ends, as well as such Certificate Owner’s income from the associated Deposits. In the case of an original purchaser of a Certificate that is a calendar year taxpayer, income and loss generally should be the same as it would be if the related Trust were classified as a grantor trust, except that income or loss would be reported on an accrual basis even if the Certificate Owner otherwise uses the cash method of accounting.


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Certain U.S. Federal Income Tax Consequences to Non-U.S. Certificateholders
 
Subject to the discussion of backup withholding below, payments of principal, Make-Whole Amount, if any, and interest on the Equipment Notes or the associated Deposits to, or on behalf of, any Certificate Owner that is neither a U.S. Person nor an entity treated as a partnership or domestic corporation for U.S. federal income tax purposes (a “Non-U.S. Certificateholder”) will not be subject to U.S. federal withholding tax, provided that, in the case of any amount treated as interest (including OID, if applicable):
 
(i) such amount is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Certificateholder;
 
(ii) such Non-U.S. Certificateholder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Delta or the Depositary, as the case may be, entitled to vote;
 
(iii) such Non-U.S. Certificateholder is not a controlled foreign corporation within the meaning of the Code that is related to Delta or the Depositary, as the case may be;
 
(iv) such Non-U.S. Certificateholder is not a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
 
(v) the certification requirements described below are satisfied.
 
The certification requirements referred to in clause (v) above generally will be satisfied if the Non-U.S. Certificateholder certifies, under penalties of perjury, that it is not a U.S. Person and provides its name and address and certain other information to the applicable withholding agent (generally on IRS Form W-8BEN or a suitable substitute form). U.S. Treasury regulations provide additional rules for satisfying these certification requirements in the case of Certificates held through one or more intermediaries or pass-through entities.
 
Subject to the discussion of backup withholding below, any gain (not including any amount treated as interest or OID) realized by a Non-U.S. Certificateholder upon the sale, exchange or other disposition of a Certificate or the associated Escrow Receipt or with respect to any associated Equipment Note or Deposit generally will not be subject to U.S. federal income or withholding taxes if (i) such gain is not effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Certificateholder and (ii) in the case of an individual Non-U.S. Certificateholder, such individual is not present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition.
 
Any interest (including OID, if applicable) on the Equipment Notes or the associated Deposits or gain from the sale, exchange or other disposition of a Certificate or the associated Escrow Receipt, the associated Equipment Notes or the associated Deposits will be subject to regular U.S. federal income tax at graduated rates (and in certain cases a branch profits tax) if it is effectively connected with the conduct of a trade or business within the United States by a Non-U.S. Certificateholder, unless an applicable treaty provides an exemption. In lieu of providing an IRS Form W-8BEN as described above, such Non-U.S. Certificateholder generally is required to provide IRS Form W-8ECI in order to claim an exemption from U.S. federal withholding tax with respect to amounts treated as interest.
 
President Obama and members of Congress recently have made proposals that, if enacted in their current form, would substantially revise the withholding rules, certification requirements and information reporting rules applicable to payments to non-U.S. Persons, including the certification requirements referred to in clause (v) above. It cannot be predicted whether, or in what form, these proposals will be enacted. Prospective investors should consult their own tax advisers regarding these proposals.


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Prospective investors that are not U.S. Persons should consult their own tax advisors regarding the income, estate and other tax consequences to them of the purchase, ownership and disposition of the Certificates and the associated Escrow Receipts under U.S. federal, state and local, and any other relevant, law in light of their own particular circumstances. If any U.S. federal or other tax is required to be withheld with respect to a Non-U.S. Certificateholder, Delta will not be required to pay any additional amount to such Non-U.S. Certificateholder.
 
Information Reporting and Backup Withholding
 
In general, payments made on the Certificates or the associated Escrow Receipts, and proceeds from the sale, exchange or other disposition of such Certificates and Escrow Receipts to or through certain brokers, will be subject to information reporting requirements, unless the payee is a corporation, tax-exempt organization or other person exempt from such reporting (and when required, demonstrates that it is so exempt). Such payments and proceeds may also be subject to a “backup” withholding tax at a rate of 28% in 2009 (or at the applicable rate in subsequent years) unless the Certificate Owner complies with certain reporting requirements or an exemption from such tax is otherwise applicable. Any such withheld amounts will be allowed as a credit against the Certificate Owner’s U.S. federal income tax, and may entitle such Certificate Owner to a refund, if the required information is furnished on a timely basis to the IRS. Penalties may be imposed by the IRS on a Certificate Owner who is required to supply information but does not do so in the proper manner.
 
In addition, the amount of interest (including OID, if applicable) paid on the Equipment Notes or the associated Deposits to or on behalf of a Non-U.S. Certificateholder and the amount of U.S. federal income tax, if any, withheld from such payments generally must be reported annually to the IRS and such Non-U.S. Certificateholder.
 
CERTAIN DELAWARE TAXES
 
The Trustee of each Trust is a national banking association headquartered in Delaware that will act through its corporate trust office in Delaware. Richards, Layton & Finger, PA, special Delaware counsel to the Trustees, has advised Delta that, in its opinion, under currently applicable law, assuming that neither Trust will be taxable as a corporation for U.S. federal income tax purposes, but, rather, that each will be classified for such purposes as a grantor trust or as a partnership, (i) the Trusts will not be subject to any tax (including, without limitation, net or gross income, tangible or intangible property, net worth, capital, franchise, or doing business tax), fee or other governmental charge under the laws of the State of Delaware or any political subdivision of such state and (ii) Certificate Owners that are not residents of or otherwise subject to tax in Delaware will not be subject to any tax (including, without limitation, net or gross income, tangible or intangible property, net worth, capital, franchise, or doing business tax), fee or other governmental charge under the laws of the State of Delaware or any political subdivision of such state as a result of purchasing, owning (including receiving payments with respect to) or selling a Certificate. Neither the Trusts nor the Certificate Owners will be indemnified for any state or local taxes imposed on them, and the imposition of any such taxes on a Trust could result in a reduction in the amounts available for distribution to the Certificate Owners of such Trust. In general, should a Certificate Owner or a Trust be subject to any state or local tax that would not be imposed if such Trust were administered in a different jurisdiction in the United States or if the Trustee were located in a different jurisdiction in the United States, the Trustee will either relocate the administration of such Trust to such other jurisdiction or resign and, in the event of such a resignation, a new Trustee in such other jurisdiction will be appointed.


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CERTAIN ERISA CONSIDERATIONS
 
General
 
A fiduciary of a retirement plan or other employee benefit plan or arrangement, including for this purpose an individual retirement account, annuity or Keogh plan, that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (an “ERISA Plan”), or such a plan or arrangement which is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and Section 4975 of the Code but subject to a foreign, federal, state, or local law which is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code (each, a “Similar Law”) (in each case, including an ERISA Plan, a “Plan”), should consider whether an investment in the Certificates is appropriate for the Plan, taking into account the provisions of the Plan documents, the overall investment policy of the Plan and the composition of the Plan’s investment portfolio, as there are imposed on Plan fiduciaries certain fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. Further, a fiduciary should consider the fact that in the future there may be no market in which such fiduciary would be able to sell or otherwise dispose of the Certificates.
 
Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.
 
Any Plan fiduciary which proposes to cause a Plan to purchase Certificates should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code and Similar Law to such an investment, and to confirm that such purchase and holding will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERISA or Similar Law.
 
Plan Assets Issues
 
The Department of Labor has promulgated a regulation, 29 CFR Section 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulation”), describing what constitutes the assets of an ERISA Plan with respect to the ERISA Plan’s investment in an entity for purposes of ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if an ERISA Plan invests (directly or indirectly) in a Certificate, the ERISA Plan’s assets will include both the Certificate and an undivided interest in each of the underlying assets of the corresponding Trust, including the Equipment Notes held by such Trust, unless it is established that equity participation in the Trust by benefit plan investors (including but not limited to ERISA Plans and entities whose underlying assets include ERISA Plan assets by reason of an ERISA Plan’s investment in the entity) is not “significant” within the meaning of the Plan Asset Regulation. In this regard, the extent to which there is equity participation in a particular Trust by, or on behalf of, benefit plan investors will not be monitored. If the assets of a Trust are deemed to constitute the assets of an ERISA Plan, transactions involving the assets of such Trust could be subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code or materially similar provisions of Similar Law unless a statutory or administrative exemption is applicable to the transaction. In addition, an Escrow Receipt will be affixed to each Certificate and will evidence an interest in the Deposits held in escrow by the Escrow Agent for the benefit of the related Certificateholders pending the financing of the Aircraft. The Deposits will not constitute property of the Trusts. Pending withdrawal of such Deposits in accordance with the applicable Deposit Agreement and Escrow Agreement and with the Note Purchase Agreement, the Deposits may be deemed plan assets subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code.


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Prohibited Transaction Exemptions
 
In addition, whether or not the assets of a Trust are deemed to be ERISA Plan assets under the Plan Asset Regulation, the fiduciary of a Plan that proposes to purchase and hold any Certificates should consider, among other things, whether such purchase and holding may involve (i) the direct or indirect extension of credit to a party in interest or a disqualified person, (ii) the sale or exchange of any property between an ERISA Plan and a party in interest or a disqualified person, or (iii) the transfer to, or use by or for the benefit of, a party in interest or a disqualified person, of any ERISA Plan assets. Such parties in interest or disqualified persons could include, without limitation, Delta, the Underwriters, the Trustees, the Liquidity Providers, the Loan Trustees, the Subordination Agent, the Escrow Agent, the Depositary, the Paying Agent and their respective affiliates. Moreover, if Certificates are purchased by an ERISA Plan and the Certificates of a subordinate class are held by a party in interest or a disqualified person with respect to such ERISA Plan, the exercise by the holder of the subordinate classes of Certificates of its right to purchase the Certificates upon the occurrence and during the continuation of certain events could be considered to constitute a prohibited transaction unless a statutory or administrative exemption were applicable. In addition, if the subordinate classes of Certificates are purchased by an ERISA Plan and the senior Certificates are held by a party in interest or a disqualified person with respect to such ERISA Plan, the exercise by the holder of the subordinate class of Certificates of its right to purchase the Certificates upon the occurrence and during the continuation of certain events could be considered to constitute a prohibited transaction unless a statutory or administrative exemption were applicable. Depending on the satisfaction of certain conditions which may include the identity of the ERISA Plan fiduciary making the decision to acquire or hold the Certificates on behalf of an ERISA Plan, Prohibited Transaction Class Exemption (“PTCE”) 91-38 (relating to investments by bank collective investment funds), PTCE 84-14 (relating to transactions effected by a “qualified professional asset manager”), PTCE 95-60 (relating to investments by an insurance company general account), PTCE 96-23 (relating to transactions directed by an in-house asset manager) or PTCE 90-1 (relating to investments by insurance company pooled separate accounts) (collectively, the “Class Exemptions”) could provide an exemption from the prohibited transaction restrictions of ERISA and Section 4975 of the Code. However, there can be no assurance that any of these Class Exemptions or any other exemption will be available with respect to any particular transaction involving the Certificates.
 
Each person who acquires or accepts a Certificate or an interest therein will be deemed by such acquisition or acceptance to have represented and warranted that either: (i) no assets of a Plan or any trust established with respect to a Plan have been used to acquire such Certificate or an interest therein or (ii) the purchase and holding of such Certificate or an interest therein by such person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more statutory or administrative exemptions.
 
Special Considerations Applicable to Insurance Company General Accounts
 
Any insurance company proposing to purchase Certificates should consider the implications of the United States Supreme Court’s decision in John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86, 114 S. Ct. 517 (1993), which in certain circumstances treats such general account assets as assets of an ERISA Plan that owns a policy or other contract with such insurance company, as well as the effect of Section 401(c) of ERISA as interpreted by regulations issued by the United States Department of Labor in January, 2000 (the “General Account Regulations”). The General Account Regulations should not, however, adversely affect the applicability of PTCE 95-60 to purchases of the Certificates by insurance company general accounts.
 
EACH PLAN FIDUCIARY SHOULD CONSULT WITH ITS LEGAL ADVISOR CONCERNING THE POTENTIAL CONSEQUENCES TO THE PLAN UNDER ERISA, THE CODE OR SIMILAR LAW OF AN INVESTMENT IN ANY OF THE CERTIFICATES.


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UNDERWRITING
 
Under the terms and subject to the conditions contained in the Underwriting Agreement, dated November   , 2009 (the “Underwriting Agreement”), the Underwriters named below (the “Underwriters”) have severally agreed with Delta to purchase the following aggregate face amounts of the Class A and Class B Certificates:
 
                 
    Face Amount of
    Face Amount of
 
    Class A
    Class B
 
Underwriter
 
Certificates
   
Certificates
 
 
Goldman, Sachs & Co. 
  $       $    
Morgan Stanley & Co. Incorporated
               
                 
Total
  $ 568,796,000     $ 119,944,000  
                 
 
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Certificates, if any are purchased. The Underwriting Agreement provides that, if an Underwriter defaults on its purchase commitments, the purchase commitments of non-defaulting Underwriters may be increased or the offering of Certificates may be terminated. The offering of the Certificates by the Underwriters is subject to receipt and acceptance and subject to the Underwriters’ right to reject any order in whole or in part.
 
This offering of Certificates is the final transaction in a series of secured debt financings we have recently undertaken, including our recent offering of $750,000,000 aggregate principal amount of senior secured notes and our entry into a new $500,000,000 revolving credit facility and $250,000,000 term loan facility (collectively, the “Secured Credit Financings”), for which we have paid certain fees to the banks participating in such financings, including the Underwriters, on a pro rata basis according to their respective commitments in the new revolving credit facility. These fees include the fees paid or to be paid by us for this offering of Certificates, which is 2.0 percent of $688,740,000. Delta estimates that its out of pocket expenses for the offering will be approximately $4,160,000 exclusive of the ongoing costs of the Liquidity Facilities and certain other ongoing costs.
 
The Underwriters propose to offer the Certificates to the public initially at the public offering price on the cover page of this prospectus and to selling group members at those prices less the concession set forth below. The Underwriters and selling group members may allow a discount to other broker/dealers set forth below. After the initial public offering, the public offering prices and concessions and discounts may be changed by the Underwriters.
 
                 
    Concession to Selling
       
Pass Through Certificates
 
Group Members
   
Discount to Brokers/Dealers
 
 
Class A
          %           %
Class B
      %     %
 
The Certificates are a new issue of securities with no established trading market. Neither Delta nor any Trust intends to apply for listing of the Certificates on any securities exchange. Delta has been advised by one or more of the Underwriters that they presently intend to make a market in the Certificates, as permitted by applicable laws and regulations. No Underwriter is obligated, however, to make a market in the Certificates, and any such market-making may be discontinued at any time without notice, at the sole discretion of such Underwriter. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Certificates. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Because there is no current market for the Certificates, you may have a limited ability to resell Certificates”.


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Delta has agreed to reimburse the several Underwriters for certain expenses and has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments which the Underwriters may be required to make in respect thereof.
 
From time to time in the ordinary course of their respective business, the Underwriters and certain of their affiliates have engaged, and in the future may engage in, investment and commercial banking or other transactions of a financial nature with Delta and its affiliates, including the provision of certain advisory services, making loans to Delta and its affiliates and serving as counterparties to certain fuel hedging arrangements. The Underwriters and their affiliate have received and in the future may receive customary fees and expenses and commissions for these transactions. Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated and certain of their affiliates agreed to provide certain financing or effect certain financing transactions under the Secured Credit Financings for Delta and its affiliates, including this offering of the Certificates. For all of these services, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and their affiliates received customary fees.
 
It is expected that delivery of the Certificates will be made against payment therefor on or about the date specified on the cover page of this prospectus, which will be the           business day following the date of pricing of the Certificates (such settlement cycle being referred to as “T+ ”). Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Certificates on any day prior to the third business day before the date of initial delivery of the Certificates will be required, by virtue of the fact that the Certificates initially will settle on a delayed basis, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
 
The Underwriters may engage in over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.
 
  •  Over-allotment involves syndicate sales in excess of the offering size, which creates a syndicate short position.
 
  •  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
 
  •  Syndicate covering transactions involve purchases of the Certificates in the open market after the distribution has been completed in order to cover syndicate short positions.
 
  •  Penalty bids permit the Underwriters to reclaim a selling concession from a syndicate member when the Certificates originally sold by such syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.
 
Such over-allotment, stabilizing transactions, syndicate covering transactions, and penalty bids may cause the price of the Certificates to be higher than it would otherwise be in the absence of such transactions. Neither Delta nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that such transactions may have on the price of the Certificates. These transactions, if commenced, may be discontinued at any time. These transaction may be effected in the over-the-counter market or otherwise.
 
Selling Restrictions
 
This prospectus does not constitute an offer of, or an invitation by or on behalf of, us or the Underwriters to subscribe for or purchase any of the Certificates in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. The distribution of this prospectus and the offering of the Certificates in certain jurisdictions may be restricted by law. We and the Underwriters require persons into whose possession this prospectus comes to observe the following restrictions.


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European Economic Area
 
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Certificates which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Certificates to the public in that Relevant Member State at any time:
 
(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
 
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
 
(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or
 
(d) in any other circumstances which do not require the publication by Delta of a prospectus pursuant to Article 3 of the Prospectus Directive.
 
For the purposes of this provision, the expression an “offer of Certificates to the public” in relation to any Certificates in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Certificates to be offered so as to enable an investor to decide to purchase or subscribe the Certificates, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
 
United Kingdom
 
Each Underwriter has represented and agreed that:
 
(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services Market Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the Class A Certificates in circumstances in which Section 21(1) of the FSMA does not apply to Delta; and
 
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Certificates in, from or otherwise involving the United Kingdom.
 
Hong Kong
 
The Certificates may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation


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or document relating to the Class A Certificates may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Certificates which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.


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Singapore
 
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, neither this prospectus nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Certificates may be circulated or distributed, or may the Certificates be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
 
Where the Certificates are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, Certificates, debentures and units of Certificates and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Certificates under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
 
Japan
 
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
 
VALIDITY OF THE CERTIFICATES
 
The validity of the Certificates is being passed upon for Delta by Debevoise & Plimpton LLP, New York, New York, and for the Underwriters by Shearman & Sterling LLP, New York, New York. The respective counsel for Delta and the Underwriters will rely upon Shipman & Goodwin LLP, Hartford, Connecticut, counsel to U.S. Bank Trust National Association, as to certain matters relating to the authorization, execution, and delivery of the Basic Agreement, each Trust Supplement and the Certificates, and the valid and binding effect thereof, and on the opinion of Leslie P. Klemperer, Vice President — Deputy General Counsel of Delta, as to certain matters relating to the authorization, execution, and delivery of the Basic Agreement and each Trust Supplement by Delta.
 
EXPERTS
 
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in the Delta Air Lines, Inc. Annual Report on Form 10-K for the year ended December 31, 2008 and the effectiveness of our internal control over financial reporting as of December 31, 2008, as set forth in their reports, which are incorporated by reference in this prospectus. Our consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.


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Ernst & Young LLP, independent registered public accounting firm, has audited consolidated financial statements included in the Northwest Airlines Corporation Annual Report on Form 10-K for the year ended December 31, 2007, which financial statements have been included in our Form 8-K/A dated November 7, 2008, as set forth in their report, which is incorporated by reference in this prospectus. Northwest’s consolidated financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.
 
The references to AISI, BK and MBA, and to their respective appraisal reports, are included herein in reliance upon the authority of each such firm as an expert with respect to the matters contained in its appraisal report.


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APPENDIX I
 
INDEX OF DEFINED TERMS
 
The following is an index showing the page in this prospectus where certain defined terms appear.
 
         
2000-1 Aircraft
    3  
2000-1 EETC
    32  
2000-1 Indentures
    32  
2009 Aircraft
    3  
60-Day Period
    46  
Actual Disposition Event
    77  
Additional Certificates
    98  
Additional Equipment Notes
    98  
Additional Holder Buyout Right
    45  
Additional Trust
    98  
Adjusted Interest
    98  
Administration Expenses
    75  
Aircraft
    3  
Airframe
    80  
AISI
    80  
Applicable Fraction
    76  
Appraisal
    74  
Appraised Current Market Value
    74  
Appraisers
    80  
Assumed Aircraft Value
    87  
Assumed Amortization Schedule
    41  
Average Life Date
    86  
Bank
    60  
Bankruptcy Code
    14  
Base Rate
    68  
Basic Agreement
    36  
BK
    80  
BNMC
    60  
Business Day
    40  
Cape Town Treaty
    93  
Cash Collateral Account
    65  
Cede
    43  
Certificate Account
    40  
Certificate Buyout Event
    46  
Certificate Owner
    55  
Certificate Owners
    55  
Certificateholders
    36  
Certificates
    36  
citizen of the United States
    47  
Class A Certificateholders
    36  
Class A Certificates
    36  
Class A Trust
    36  
Class A Trustee
    36  
Class B Adjusted Interest
    77  
Class B Buyout Right
    45  
Class B Certificateholders
    36  
Class B Certificates
    36  
Class B Trust
    36  
Class B Trustee
    36  
Class Exemptions
    106  
Code
    101  
Collateral
    39  
Company
    iii  
company free writing prospectus
    i  
Controlling Party
    71  
Current Distribution Date
    76  
Deemed Disposition Event
    77  
Defaulted Operative Indenture
    85  
Definitive Certificates
    56  
Delivery Period Termination Date
    82  
Delta
    iii  
Delta Bankruptcy Event
    73  
Deposit
    58  
Deposit Agreement
    58  
Depositary
    60  
Depositary Threshold Rating
    59  
Depreciation Assumption
    88  
Distribution Date
    37  
Downgrade Drawing
    65  
Drawing
    68  
DTC
    43  
DTC Participants
    54  
DTC Rules
    54  
Eligible B Pool Balance
    77  
Engine
    80  
Equipment Note Special Payment
    75  
Equipment Notes
    83  
ERISA
    105  
ERISA Plan
    105  
Escrow Agent
    61  
Escrow Agreements
    61  
Escrow Receipts
    61  
Event of Loss
    97  
Excess Liquidity Obligations
    72  
Exchange Act
    iv  
Existing Financing Event of Loss
    59  
Existing Financings
    32  
Expected Distributions
    76  
FAA
    25  
Final Distributions
    72  
Final Drawing
    67  
Final Legal Distribution Date
    38  
Final Maturity Date
    15  
Final Termination Notice
    69  
Financial Instruments and Exchange Law
    111  
Fitch
    60  
FSMA
    109  
GAAP
    17  
General Account Regulations
    106  
Global Certificate
    54  


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H.15(519)
    86  
Indenture
    83  
Indenture Events of Default
    88  
Indenture Form
    52  
Indirect Participants
    54  
Intercreditor Agreement
    71  
Interest Drawings
    64  
Interim Restructuring Arrangement
    74  
IRS
    100  
Issuance Date
    41  
LIBOR
    68  
Liquidity Event of Default
    69  
Liquidity Expenses
    76  
Liquidity Facility
    64  
Liquidity Obligations
    76  
Liquidity Provider
    64  
Liquidity Threshold Rating
    66  
Loan Amount
    93  
Loan Trustee
    83  
Long-Term Rating
    66  
LTVs
    4,87  
Make-Whole Amount
    86  
Make-Whole Spread
    86  
Maximum Available Commitment
    64  
Maximum Commitment
    64  
MBA
    80  
Minimum Sale Price
    72  
Moody’s
    29  
Mortgage Convention
    93  
Mortgage Financings
    32  
most recent H.15(519)
    86  
NOLs
    24  
Non-Extension Drawing
    67  
Non-U.S. Certificateholder
    103  
Northwest
    iii  
Note Purchase Agreement
    51  
Note Target Price
    73  
Noteholder
    84  
OID
    101  
Outside Termination Date
    59  
Participation Agreement
    83  
Participation Agreement Form
    52  
Pass Through Trust Agreements
    36  
Paying Agent
    61  
Paying Agent Account
    40  
Performing Equipment Note
    65  
Permitted Investments
    44  
Plan
    105  
Plan Asset Regulation
    105  
Pool Balance
    41  
Pool Factor
    41  
Post Default Appraisals
    74  
PTC Event of Default
    46  
PTCE
    106  
Rate Determination Notice
    68  
Rating Agencies
    29  
Receiptholder
    61  
Refinancing Certificates
    98  
Refinancing Equipment Notes
    98  
Refinancing Trust
    98  
Regular Distribution Dates
    37  
Related Equipment Notes
    84  
Relevant Implementation Date
    109  
Relevant Member State
    109  
Remaining Weighted Average Life
    86  
Replacement Depositary
    59  
Replacement Facility
    66  
Required Amount
    64  
Required Terms
    52  
Restructuring Arrangement
    73  
Scheduled Payments
    38  
SEC
    iii  
Section 1110
    15  
Section 1110 Period
    65  
Secured Credit Financings
    107  
Securities Act
    55  
Series A Equipment Notes
    83  
Series B Equipment Notes
    83  
SFA
    111  
Short-Term Rating
    66  
Similar Law
    105  
Special Distribution Date
    39  
Special Payment
    39  
Special Payments Account
    40  
Special Termination Drawing
    67  
Special Termination Notice
    69  
Standard & Poor’s
    29  
Stated Interest Rate
    38  
Subordination Agent
    71  
Termination Notice
    69  
Transportation Code
    47  
Treasury Yield
    86  
Triggering Event
    39  
Trust Indenture Act
    48  
Trust Property
    36  
Trust Supplement
    36  
Trustees
    36  
Trusts
    36  
U.S. Person
    100  
Underwriters
    107  
Underwriting Agreement
    107  


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APPENDIX II
 
APPRAISAL LETTERS


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(DELTA AIR LINES LOGO)
 
 
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354
 
 
Sight Unseen Base Value Opinion
27 Aircraft Portfolio

AISI File No.: A9S064BVO-4

Date: 09 November 2009
 
 
Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero


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(DELTA AIR LINES LOGO)
 
09 November 2009
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30354
 
Subject:  Sight Unseen Base Value Opinion — 27 Aircraft portfolio
 
    AISI File number:  A9S064BVO-4
 
Ref:  (a) Email messages 20/21/22/23/24/26 October 2009
 
Dear Ladies and Gentlemen:
 
Aircraft Information Services, Inc. (AISI) has been requested to offer our opinion of the sight unseen base value in half life and maintenance adjusted condition for twenty-seven used aircraft as identified and defined in Table I and reference (a) above (the ‘Aircraft’). Aircraft are valued in November 2009 million US dollars.
 
1.   Methodology and Definitions
 
The standard terms of reference for commercial aircraft value are ‘base value’ and ‘current market value’ of an ‘average’ aircraft. Base value is a theoretical value that assumes a hypothetical balanced market while current market value is the value in the real market; both assume a hypothetical average aircraft condition. All other values are derived from these values. AISI value definitions are consistent with the current definitions of the International Society of Transport Aircraft Trading (ISTAT), those of 01 January 1994. AISI is a member of that organization and employs an ISTAT Certified and Senior Certified Appraiser.
 
AISI defines a ‘base value’ as that of a transaction between an equally willing and informed buyer and seller, neither under compulsion to buy or sell, for a single unit cash transaction with no hidden value or liability, with supply and demand of the sale item roughly in balance and with no event which would cause a short term change in the market. Base values are typically given for aircraft in ‘new’ condition, ‘average half-life’ condition, or ‘adjusted’ for an aircraft in a specifically described condition at a specific time.
 
An ‘average’ aircraft is an operable airworthy aircraft in average physical condition and with average accumulated flight hours and cycles, with clear title and standard unrestricted certificate of airworthiness, and registered in an authority which does not represent a penalty to aircraft value or liquidity, with no damage history and with inventory configuration and level of modification which is normal for its intended use and age.
 
 
Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero


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09 November 2009
AISI File No. A9S064BVO-4
(DELTA AIR LINES LOGO)
 
Note that a stored aircraft is not an ‘average’ aircraft. AISI assumes average condition unless otherwise specified in this report.
 
AISI also assumes that airframe, engine and component parts are from the original equipment manufacturer (OEM) and that maintenance, maintenance program and essential records are sufficient to permit normal commercial operation under a strict airworthiness authority.
 
‘Half-life’ condition assumes that every component or maintenance service which has a prescribed interval that determines its service life, overhaul interval or interval between maintenance services, is at a condition which is one-half of the total interval.
 
‘Full-life’ condition assumes zero time since overhaul of airframe, gear, apu, engine overhaul and engine LLPs.
 
An ‘adjusted’ appraisal reflects an adjustment from half life condition for the actual condition, utilization, life remaining or time remaining of an airframe, engine or component.
 
It should be noted that AISI and ISTAT value definitions apply to a transaction involving a single aircraft, and that transactions involving more than one aircraft are often executed at considerable and highly variable discounts to a single aircraft price, for a variety of reasons relating to an individual buyer or seller.
 
AISI defines a ‘current market value’, which is synonymous with the older term ‘fair market value’ as that value which reflects the real market conditions including short term events, whether at, above or below the base value conditions. Assumptions of a single unit sale and definitions of aircraft condition, buyer/seller qualifications and type of transaction remain unchanged from that of base value. Current market value takes into consideration the status of the economy in which the aircraft is used, the status of supply and demand for the particular aircraft type, the value of recent transactions and the opinions of informed buyers and sellers. Note that for a current market value to exist, the seller may not be under duress. Current market value assumes that there is no short term time constraint to buy or sell.
 
AISI defines a ‘distressed market value’ as that value which reflects the real market condition including short term events, when the market for the subject aircraft is so depressed that the seller is under duress. Distressed market value assumes that there is a time constraint to sell within a period of less than 1 year. All other assumptions remain unchanged from that of ‘current market value’.
 
None of the AISI value definitions take into account remarketing costs, brokerage costs, storage costs, recertification costs or removal costs.
 
 
Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero


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09 November 2009
AISI File No. A9S064BVO-4
(DELTA AIR LINES LOGO)
 
AISI encourages the use of base values to consider historical trends, to establish a consistent baseline for long term value comparisons and future value considerations, or to consider how actual market values vary from theoretical base values. Base values are less volatile than current market values and tend to diminish regularly with time. Base values are normally inappropriate to determine near term values. AISI encourages the use of current market values to consider the probable near term value of an aircraft when the seller is not under duress. AISI encourages the use of distressed market values to consider the probable near term value of an aircraft when the seller is under duress.
 
No physical inspection of the Aircraft or their essential records was made by AISI for the purposes of this report, nor has any attempt been made to verify information provided to us, which is assumed to be correct and applicable to the Aircraft.
 
If more than one aircraft is contained in this report than it should be noted that the values given are not directly additive, that is, the total of the given values is not the value of the fleet but rather the sum of the values of the individual aircraft if sold individually over time so as not to exceed demand.
 
2.   Valuation
 
Adjustments are calculated to account for the maintenance status of the aircraft as indicated to AISI by the client in the above reference (a) data and in accordance with standard AISI methods. Adjustments are calculated only where there is sufficient information to do so, or where reasonable assumptions can be made.
 
Due to limited data provided, all engines are considered half life. All used aircraft are in November 2009 million US dollars.
 
It is our considered opinion that the sight unseen base values of the Aircraft are as follows in Table I subject to the assumptions, definitions, and disclaimers herein.
 
 
Headquarters: 26072 Merit Circle, Suite 123, Laguna Hills, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: mail@AISI.aero


Table of Contents

09 November 2009
AISI File No. A9S064BVO-4
(DELTA AIR LINES LOGO)
 
Table I
November 2009 Million US Dollars
 
                                                 
                            Half Life
  Adjusted
                        MTOW
  Base Value
  Base Value
No.
 
Aircraft Type
 
SN
 
RN
 
DoM
 
Engine Type
 
Lbs.
 
M US Dollars
 
M US Dollars
 
  1     737-732     29633 *   N306DQ   Jan-09   CFM56-7B24   135,200   $ 40.04     $ 40.25  
  2     737-732     29679 *   N307DQ   Jan-09   CFM56-7B24   135,200   $ 40.04     $ 40.29  
  3     737-832     29624     N376DA   Jan-99   CFM56-7B24   157,200   $ 21.53     $ 21.37  
  4     737-832     30265     N378DA   Aug-99   CFM56-7B24   157,200   $ 21.53     $ 21.50  
  5     737-832     30266     N380DA   Sep-99   CFM56-7B24   157,200   $ 21.53     $ 21.46  
  6     737-832     30345 *   N382DA   Oct-99   CFM56-7B24   157,200   $ 22.33     $ 22.58  
  7     737-832     30347 *   N384DA   Nov-99   CFM56-7B24   157,200   $ 22.33     $ 22.63  
  8     737-832     30373 *   N386DA   Dec-99   CFM56-7B24   157,200   $ 22.33     $ 22.55  
  9     737-832     30375     N388DA   Feb-00   CFM56-7B24   157,200   $ 23.11     $ 23.13  
  10     737-832     30536 *   N390DA   Apr-00   CFM56-7B24   157,200   $ 23.91     $ 24.01  
  11     737-832     30561     N392DA   May-00   CFM56-7B24   157,200   $ 23.11     $ 23.31  
  12     737-832     30562 *   N394DA   Jun-00   CFM56-7B24   157,200   $ 23.91     $ 24.23  
  13     757-232     29728     N696DL   Jan-99   PW2037   230,000   $ 19.54     $ 19.14  
  14     757-232     29911     N698DL   Aug-99   PW2037   230,000   $ 19.54     $ 19.20  
  15     757-232     30337     N6700   Sep-99   PW2037   230,000   $ 19.54     $ 19.61  
  16     757-232     30188     N6702   Nov-99   PW2037   230,000   $ 19.54     $ 19.26  
  17     757-232     30396     N6704Z   Apr-00   PW2037   230,000   $ 20.88     $ 20.69  
  18     757-232     30422     N6706Q   May-00   PW2037   230,000   $ 20.88     $ 20.82  
  19     757-232     30480     N6708D   Jul-00   PW2037   230,000   $ 20.88     $ 20.74  
  20     757-232     30482     N6710E   Aug-00   PW2037   230,000   $ 20.88     $ 21.13  
  21     757-232     30484     N6712B   Oct-00   PW2037   230,000   $ 20.88     $ 21.02  
  22     767-332ER     29694     N1602   Jan-99   CF6-80C2B6F   407,000   $ 36.01     $ 35.90  
  23     767-332ER     30180     N1604R   Apr-99   CF6-80C2B6F   407,000   $ 36.01     $ 36.13  
  24     767-332ER     30199     N16065   Jun-99   CF6-80C2B6F   407,000   $ 36.01     $ 36.23  
  25     777-232LR     29742     N705DN   Mar-09   GE90-110B1L2   766,000   $ 153.27     $ 153.79  
  26     777-232LR     30440     N706DN   Apr-09   GE90-110B1L2   766,000   $ 153.27     $ 153.80  
  27     777-232LR     39091     N707DN   Apr-09   GE90-110B1L2   766,000   $ 153.27     $ 153.87  
 
* Note: This aircraft is valued with installed winglets.


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09 November 2009
AISI File No. A9S064BVO-4
(DELTA AIR LINES LOGO)
 
Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in writing, this report shall be for the sole use of the client/addressee. AISI consents to the inclusion of this appraisal report dated 09 November 2009 in the Prospectus and to the inclusion of AISI’s name in the Prospectus under the caption “Experts”. This report is offered as a fair and unbiased assessment of the subject aircraft. AISI has no past, present, or anticipated future interest in any of the subject aircraft. The conclusions and opinions expressed in this report are based on published information, information provided by others, reasonable interpretations and calculations thereof and are given in good faith. AISI certifies that this report has been independently prepared and it reflects AISI’s conclusions and opinions which are judgments that reflect conditions and values current at the time of this report. The values and conditions reported upon are subject to any subsequent change. AISI shall not be liable to any party for damages arising out of reliance or alleged reliance on this report, or for any party’s action or failure to act as a result of reliance or alleged reliance on this report.
 
Sincerely,
 
AIRCRAFT INFORMATION SERVICES, INC.
 
-s- John D. McNicol
John D. McNicol
President


Table of Contents

(BK ASSOCIATES LOGO)
 
1295 Northern Boulevard
Manhasset, New York 11030
(516) 365-6272 · Fax (516) 365-6287
 
November 9, 2009
 
Mr. Paul Jacobson
Senior Vice President, Finance and Treasurer
Delta Air Lines
1030 Delta Blvd., Dept. 856
Atlanta, GA 30354-1989
 
Dear Mr. Jacobson:
 
In response to your request, BK Associates, Inc. is pleased to provide our opinion regarding the current Base Values (BV) for 27 Boeing aircraft in the Delta Air Lines Fleet (the 2009-1 EETC). The aircraft include B737, B757, B767 or B777 aircraft already in service with Delta. Our opinion of the values is included in the attached Figure 1 along with the identification of each aircraft by manufacturer’s serial number, date of manufacture, engine model and maximum takeoff weight.
 
Our values presented in Figure 1 include both a half-time value as well as a maintenance-adjusted value, which includes appropriate financial adjustments based on our interpretation of the maintenance summary and fleet utilization data you provided. The adjustments are approximate, based on industry average costs, and normally would include an adjustment for the time remaining to a “C” check, time remaining to a “D” check (in this case they are referred to as the Package Service Visit (PSV) and Heavy Maintenance Visit (HMV)), and time remaining to landing gear overhaul. No adjustments are added for the engines, which are assumed to be at half-time.
 
DEFINITIONS
 
According to the International Society of Transport Aircraft Trading’s (ISTAT) definition of Base Value, to which BK Associates subscribes, the base value is the Appraiser’s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable


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November 9, 2009
 
market environment with a reasonable balance of supply and demand, and assumes full consideration of its “highest and best use”. An aircraft’s base value is founded in the historical trend of values and in the projection of future value trends and presumes an arm’s length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. The base value normally refers to a transaction involving a single aircraft. When multiple aircraft are acquired in the same transaction, the trading price of each unit may be discounted.
 
MARKET DISCUSSION & METHODOLOGY
 
As the definition implies, the base value is determined from long-term historical trends. BK Associates has accumulated a database of over 10,000 data points of aircraft sales that occurred since 1970. From analysis of these data we know, for example, what the average aircraft should sell for as a percentage of its new price, as well as the high and low values that have occurred in strong and weak markets.
 
Based on these data, we have developed relationships between aircraft age and sale price for wide-bodies, narrow-bodies, large turboprops and, more recently, regional jet and freighter aircraft. Within these groups we have developed further refinements for such things as derivative aircraft, aircraft still in production versus no longer in production, and aircraft early in the production run versus later models. Within each group variations are determined by the performance capabilities of each aircraft relative to the others. We now track some 150 different variations of aircraft types and models and determine current and forecast base values. These relationships are verified, and changed or updated if necessary, when actual sales data becomes available.
 
This relationship between sales price as a function of age and the original price is depicted in the figure on the following page.


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November 9, 2009
 
(GRAPH)
 
All of the Aircraft except for the five delivered in 2009 are nine to 10 years old. The data suggest that a nine to 10-year old aircraft should sell for 46 to 50 percent of its original price. So, for the B737-800s for example, the original price was likely about $42 million. The data suggest that on average today after allowing for inflation it should sell for about $25.1 million. By a similar analysis the suggested average selling price today for the B757s is $25 to $27 million and about $50 million for the B767s. However, recent experience has shown that after a long production run, even popular and successful aircraft tend to approach or fall below the “average” line in the figure, especially when the specific aircraft is in the latter half of its likely useful life. By contrast, new, popular and successful models tend to have values above the line for the first 10 years or so.
 
For the nearly new B777s and B737-700s, an appropriate methodology is to use the new price and deduct an allowance for the time used to date.


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November 9, 2009
 
There is no doubt that most of these models have been quite successful. The B757 is the exception. The B757 was very successful in its day but is now out of production after a long production run. We conclude the B757s, which have lower maximum takeoff weights, are below the average suggested by the historical data at $20.45 to $21.80 million. Similarly, while the B767-300ER has been and still is very successful, it is nearing the end of the production run after 20 years. We conclude its base value is about average at $49 million.
 
These values are adjusted further from the average suggested by the historical comparison to reflect differences in engine model and the addition of blended winglets.
 
As noted earlier in the conclusions, these half-time values are adjusted with an appropriate financial adjustment to reach the maintenance-adjusted values. These adjustments are based on our assessment of industry average costs and may not be the same as Delta’s cost. Another buyer of the aircraft may have to have the work done elsewhere at a different cost. Note, as mentioned earlier, no adjustment is made for the engines. They are assumed to be at half-time.
 
ASSUMPTIONS & DISCLAIMER
 
It should be understood that BK Associates has neither inspected the Aircraft nor the maintenance records, but has relied upon the information provided by you and in the BK Associates database. The assumptions have been made that all Airworthiness Directives have been complied with; accident damage has not been incurred that would affect market values; and maintenance has been accomplished in accordance with a civil airworthiness authority’s approved maintenance program and accepted industry standards. Further, we have assumed unless otherwise stated, that the Aircraft is in typical configuration for the type and has accumulated an average number of hours and cycles. Deviations from these assumptions can change significantly our opinion regarding the values.
 
BK Associates, Inc. has no present or contemplated future interest in the Aircraft, nor any interest that would preclude our making a fair and unbiased estimate. This appraisal represents the opinion of BK Associates, Inc. and reflects our best judgment based on the information available to us at the time of preparation and the time and budget constraints imposed by the client. It is not given as a recommendation, or as an inducement, for any financial transaction and further, BK Associates, Inc. assumes no responsibility or legal liability for any action taken or not taken by the addressee, or any other party, with regard to the appraised equipment. By accepting this appraisal, the addressee agrees that BK Associates, Inc. shall bear no such responsibility or legal liability. This appraisal is


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November 9, 2009
 
prepared for the use of the addressee and shall not be provided to other parties without the express consent of the addressee. BK Associates, Inc. consents to the inclusion of this appraisal report dated November 9, 2009 in the Prospectus and to the references to BK Associates, Inc.’s name in the Prospectus under the caption “Experts”.
 
Sincerely,
 
BK ASSOCIATES, INC.
 
-s-John F. Keitz
John F. Keitz
President
ISTAT Senior Certified Appraiser
And Appraiser Fellow
 
JFK/kf
Attachment


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Delta Air Lines Collateral Pool
 
Values in $millions
 
                                                             
      AIRCRAFT
        SERIAL
    MFGR.
        MTOW
    1/2 time
    Mt. Adj.
 
     
TYPE
 
REGIST.
   
NUMBER
   
DATE
   
ENGINE
 
Lbs.
   
BV
   
BV
 
 
  1     737-732     N306DQ       29633 *     Jan-09     CFM56-7B24     135,200       33.350       37.234  
  2     737-732     N307DQ       29679 *     Jan-09     CFM56-7B24     135,200       33.350       37.222  
  3     737-832     N376DA       29624       Jan-99     CFM56-7B24     157,200       25.650       25.675  
  4     737-832     N378DA       30265       Aug-99     CFM56-7B24     157,200       26.640       26.708  
  5     737-832     N380DA       30266       Sep-99     CFM56-7B24     157,200       26.640       26.707  
  6     737-832     N382DA       30345 *     Oct-99     CFM56-7B24     157,200       27.725       27.850  
  7     737-832     N384DA       30347 *     Nov-99     CFM56-7B24     157,200       27.725       27.873  
  8     737-832     N386DA       30373 *     Dec-99     CFM56-7B24     157,200       27.725       27.882  
  9     737-832     N388DA       30375       Feb-00     CFM56-7B24     157,200       27.675       27.585  
  10     737-832     N390DA       30536 *     Apr-00     CFM56-7B24     157,200       28.805       28.737  
  11     737-832     N392DA       30561       May-00     CFM56-7B24     157,200       28.215       28.159  
  12     737-832     N394DA       30562 *     Jun-00     CFM56-7B24     157,200       29.300       29.270  
  13     757-232     N696DL       29728       Jan-99     PW2037     230,000       20.450       20.098  
  14     757-232     N698DL       29911       Aug-99     PW2037     230,000       20.850       20.622  
  15     757-232     N6700       30337       Sep-99     PW2037     230,000       20.850       20.934  
  16     757-232     N6702       30188       Nov-99     PW2037     230,000       21.050       20.824  
  17     757-232     N6704Z       30396       Apr-00     PW2037     230,000       21.400       21.279  
  18     757-232     N6706Q       30422       May-00     PW2037     230,000       21.400       21.293  
  19     757-232     N6708D       30480       Jul-00     PW2037     230,000       21.600       21.561  
  20     757-232     N6710E       30482       Aug-00     PW2037     230,000       21.600       21.843  
  21     757-232     N6712B       30484       Oct-00     PW2037     230,000       21.800       22.050  
  22     767-332ER     N1602       29694       Jan-99     CF6-80C2B6F     407,000       49.000       48.899  
  23     767-332ER     N1604R       30180       Apr-99     CF6-80C2B6F     407,000       49.650       49.647  
  24     767-332ER     N16065       30199       Jun-99     CF6-80C2B6F     407,000       49.650       49.914  
  25     777-232LR     N705DN       29742       Mar-09     GE90-110B1L2     766,000       132.470       144.408  
  26     777-232LR     N706DN       30440       Apr-09     GE90-110B1L2     766,000       132.470       144.405  
  27     777-232LR     N707DN       39091       Apr-09     GE90-110B1L2     766,000       132.470       144.343  
 
* This aircraft is valued with installed winglets


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(MBA LOGO)
 
Extended Desktop Appraisal of:
 
Twenty-Seven (27) Various Aircraft
 
Client:
 
Delta Air Lines, Inc.
 
Date:
November 13, 2009
 
 
Washington D.C.
2101 Wilson Boulevard
Suite 1001
Arlington, VA 22201
Tel: 1 703 276 3200
Fax: 1 703 276 3201
 
Frankfurt
Wilhelm-Heinrich-Str. 22
61250 Usingen
Germany
Tel: 40 (0) 69 97168 436
 
Tokyo
3-16-16 Higashiooi
Shinagawa-ku
Tokyo 140-0011
Japan
Tel/Fax: 81 1 3763 6845
 
(ISTAT LOGO)


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I.   INTRODUCTION AND EXECUTIVE SUMMARY
 
Table of Contents:
 
         
I.
  Introduction   II-13
II.
  Value Definitions/Terminology   II-14
III.
  Current Market Conditions   II-15
IV.
  Valuation   II-22
V.
  Covenants   II-25
 
Morten Beyer & Agnew (mba) has been retained by Delta Air Lines, Inc. (the “Client”) to provide a Extended Desktop Appraisal to determine the Maintenance Adjusted Current Base Values (CBV) of twenty-seven (27) aircraft of various types, as of November 2009. These aircraft are further identified in Section IV of this report.
 
In performing this appraisal, mba relied on industry knowledge and intelligence, confidentially obtained data points, its market expertise and current analysis of market trends and conditions, along with information extrapolated from its semi-annual publications mba Future Aircraft Values — Jet Transport (FAV).
 
Based on the information set forth in this report, it is our opinion that the aggregate Maintenance Adjusted Current Base Value of the aircraft in this portfolio is as follows and as more fully set forth in Section IV.
 
         
   
Maintenance Adjusted CBV ($US)
 
 
Portfolio Total (27 A/C)
  $ 1,087,880,000  
 
Section II of this report presents definitions of various terms, such as Current Base Value and Current Market Value as promulgated by the Appraisal Program of the International Society of Transport Aircraft Trading (ISTAT). ISTAT is a non-profit association of management personnel from banks, leasing companies, airlines, manufacturers, brokers, and others who have a vested interest in the commercial aviation industry and who have established a technical and ethical certification program for expert appraisers.
(COMPANY LOGO)
 
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II.   Definitions
 
Extended Desktop Appraisal
 
An Extended Desktop Appraisal is one that is characterized by the absence of any on-site inspection of the aircraft or its maintenance records, but it does include consideration of maintenance status information that is provided to the appraiser from the client, aircraft operator, or in the case of a second opinion, possibly from another appraiser’s report. An Extended Desktop Appraisal would normally provide a value that includes adjustments from the mid-time, mid-life baseline to account for the actual maintenance status of the aircraft. (ISTAT Handbook)
 
Base Value
 
The ISTAT definition of Base Value (BV) has, essentially, the same elements of Market Value except that the market circumstances are assumed to be in a reasonable state of equilibrium. Thus, BV pertains to an idealized aircraft and market combination, but will not necessarily reflect the actual CMV of the aircraft in question at any point in time. BV is founded in the historical trend of values and value in use, and is generally used to analyze historical values or to project future values.
 
ISTAT defines Base Value as the Appraiser’s opinion of the underlying economic value of an aircraft, engine, or inventory of aircraft parts/equipment (hereinafter referred to as “the asset”), in an open, unrestricted, stable market environment with a reasonable balance of supply and demand. Full consideration is assumed of its “highest and best use”. An asset’s Base Value is founded in the historical trend of values and in the projection of value trends and presumes an arm’s-length, cash transaction between willing, able, and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. In most cases, the Base Value of an asset assumes the physical condition is average for an asset of its type and age. It further assumes the maintenance time/life status is at mid-time, mid-life (or benefiting from an above-average maintenance status if it is new or nearly new, as the case may be). Since Base Value pertains to a somewhat idealized asset and market combination it may not necessarily reflect the actual current value of the asset in question, but is a nominal starting value to which adjustments may be applied to determine an actual value. Because it is related to long-term market trends, the Base Value definition is commonly applied to analyses of historical values and projections of residual values.
 
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Qualifications
 
mba is a recognized provider of aircraft and aviation-related asset appraisals and inspections. mba and its principals have been providing appraisal services to the aviation industry for 40 years; and its employees adhere to the rules and ethics set forth by the International Society of Transport Aircraft Traders (ISTAT). mba’s clients include most of the world’s major airlines, lessors, financial institutions, and manufacturers and suppliers. mba maintains offices in Washington, Frankfurt, and Tokyo.
 
mba publishes the semi-annual Future Aircraft Values (FAV), a three-volume compendium of current and projected aircraft values for the next 20 years for over 150 types of jet, turboprop, and cargo aircraft.
 
mba also provides consulting services to the industry relating to operations, marketing, and management with emphasis on financial/operational analysis, airline safety audits and certification, utilizing hands-on solutions to current situations. mba also provides expert testimony and witness support on cases involving collateral/asset disputes, bankruptcies, financial operations, safety, regulatory and maintenance concerns.
 
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III. Current Market Conditions
 
General Market Observation
 
The demand for and value of new and used jet transport aircraft is primarily driven by the state of the world economy. In periods of strong prosperity, traffic grows at high single digit rates limiting slack capacity. Over the years, we have observed that traffic growth is closely correlated to growth in regional and world domestic product. However, over the long term, the trend has been toward traffic lagging domestic product growth, with lower peaks, and deeper declines indicating maturity in the airline industry.
 
In periods of decline (as observed in the early 1990s) a large surplus of aircraft existed on the market with a disastrous effect on short-term prices. Eventually, values returned to normal levels, being driven by the inherent economies and suitability of the individual aircraft types.
 
Commencing in late 2000, the majority of global economies began a slip into recession with slowing traffic growth, a trend that was accelerated by the terrorist attacks on September 11, 2001. The destruction of economic value and loss of consumer confidence, combined with continued military conflict in the Middle East and the SARS epidemic of 2003, slowed the pace of recovery and stifled the demand for new aircraft.
 
However, 2005 saw renewed optimism within the industry, with passenger levels finally climbing back to pre-September 11th levels. This helped both Airbus & Boeing to reach record levels for new orders with Airbus claiming 1,1111 new orders in 2005 and Boeing reporting 1,0282, for a total of 2,139 aircraft. The strong demand for new airframes continued with combined orders for Airbus and Boeing totaling 1,834 and 2,754 aircraft in 2006 and 2007 respectively. This continued high order count can be attributed to high fuel prices forcing carriers to retire the less fuel-efficient aircraft in their fleet, as well as the fleet replacement cycle. The continued strength of the 787 with 93 additional orders in 2008 (total program 910 — highest total orders before first flight of any commercial aircraft program) and the re-emergence of the A350 as the A350XWB has also contributed to the strong order cycle with Airbus claiming 483 total orders for the A350XWB program.
 
The 2008 Orders total 756 and 662 for Airbus and Boeing, respectively. The credit crisis has expanded to encompass the broader economic base of the worlds developed countries and recession is manifesting itself in the EU, US and BRIC counties as well as other emerging markets around the world. This is reflected in Net Order totals being down to 125 for Airbus and 79 for Boeing, as of September 2009. Major lessors have begun to suggest to Airbus and Boeing that current production rates should be curtailed in order to stave-off value impairments due to deteriorating traffic and ability to secure financing
 
 
1  Source: www.airbus.com
2  Source: www.boeing.com
 

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for new deliveries. mba believes up to 30% of the current backlog is at risk due to the combination of the above factors.
 
The rapid rise in oil prices hurt airlines during the usually prosperous summer months and, paradoxically, while oil has come down 60% since July 2008, economic woes and increasing unemployment is reducing traffic demand across-the-board. Airlines registered a US $10.4 billion loss in 2008. For 2009, after numerous downward revisions of the forecast, IATA is currently forecasting a US $11.0 billion loss on continued decline in passenger and cargo traffic, rising fuel prices and continued yield deterioration. Industry revenues are expected to contract by US $80 billion (from US $535 billion in 2008 to US $455 billion in 2009). Continental and United have announced significant capacity cuts, mainly focusing on older less efficient aircraft such as the MD-80 family and the 737 Classics. Southwest has deferred new deliveries again and the only ray of optimism we detect is American accelerating new deliveries in order to retire MD-80s.
 
mba believes lower demand due to increased unemployment and finance availability coupled with liquidity concerns of some carriers will see order deferrals/cancellations increasing and the probability of lease defaults increasing in 2009. Residual values will be affected, especially for less desirable aircraft types.
 

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Boeing 737NG Family Aircraft
 
The Boeing 737 Next Generation (NG) family consists of the — 600/-700/-800 and — 900ER series. Boeing received the go-ahead to replace the “Classic” 737s with the upgraded NG versions in 1993 with the announcement of the 737-700. This was later followed with the introduction of the 737-800 series in 1994, the — 600 series in 1995 and finally the — 900 series in 1997. After the absorption of Douglas by Boeing, the 737NG became the mainstay of the US short-haul fleet displacing older MD-80 aircraft. The 737NG has also made its way to Europe with great success, and will continue to provide healthy competition for the Airbus A320 family. To date, there are over 2,600 737NG aircraft in operation with over 150 operators.
 
                 
Fleet Status
 
737-700
   
737-800
 
 
Ordered
    2,030       3,270  
Cancelled/Transferred
    511       174  
Net Orders
    1,519       3,096  
Backlog
    519       1,408  
Delivered
    1,000       1,688  
Destroyed/Retired
    0       5  
Not in Service/Parked
    19       8  
Active Aircraft
    981       1,675  
Number of Operators
    81       119  
Average Daily Utilization (Hrs)
    7.82       7.83  
Average Fleet Age (Yrs)
    6.00       5.16  
 
Source: AvSoft’s ACAS Database, September 2009
 
The 737NG continues to be very popular in North America and parts of Europe. Boeing took the 737-300 concept, upgraded its avionics and cockpit and redesigned the wing, launching a similar looking aircraft with enhanced capabilities. The NG aircraft are also starting to compete with their older and larger sibling the Boeing 757, with the entry into service of the 737-900ER to Lion Air in April 2007. Efficient aircraft like the 737NG will continue to dominate fleets around the world.
 
Both the 737NG family and the competing Airbus A320 family had an outstanding year in 2007, receiving 850 and 914 orders respectively. But with the downturn of the economy in 2008 and the difficulties faced by operators and lessors in acquiring financing, orders were down to 488 for the Boeing 737NG family and 472 for the A320 family. This downward trend has continued in 2009 where Boeing and Airbus have 74 and 123 net orders respectively for their narrowbody products.
 
Because narrowbody aircraft comprise the largest number of aircraft in the world’s fleets, it is reasonable to expect a negative impact on their values in 2009 and beyond, as long as the economic downturn
 

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persists. Modern aircraft like the 737NGs and the A320 family will not be exempt, but will suffer less, particularly those aircraft less than 6 years old. Early build examples of their type can expect to suffer a 5%-to-15% ‘hit’ depending on their age. For older aircraft, primarily those that are out of production, such as 737 Classics, and MD-80s, values could decline more than 30%.
 
According to Back Aviation Solutions, as of October 2009, there are currently 5 Boeing 737-700s and 13 Boeing 737-800s available For Sale or Lease.
 
(GRAPH)
 
Source: BACK Aviation Solutions, October 2009
 

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Boeing 757-200
 
The twin engine 757-200 was introduced in 1978, and first delivered in 1982 as the successor to the 727-200. The 757-200 is known for its exceptional fuel efficiency, low noise levels, increased passenger comfort and top operating performance. Initially delivered with a MGTOW (Maximum Gross Takeoff Weight) of 220,000 lb, the 757-200 evolved considerably during its 23 years in production. The increased gross weight versions of the aircraft allow for greater capacity and range, making the 757-200 suitable for thin long-haul routes. It was also the first Boeing airliner launched with non-US engines, the Rolls Royce RB211-535 with the Pratt and Whitney PW2037 and PW2040 offered as an option only later. The 757-200 has also been delivered as a PF (Package Freighter). Currently there exist several conversion options including Boeing, Singapore Technologies Aerospace Ltd, Israel Aircraft Industries, Precision Conversions, and Alcoa-SIE. Production of the 757-200 has ceased with delivery of the last aircraft, in April 2005 to Shanghai Airlines.
 
         
Fleet Status
 
757-200
 
 
Ordered
    1,008  
Cancelled/Transferred
    101  
Net Orders
    907  
Backlog
    0  
Delivered
    907  
Destroyed/Retired
    26  
Not in Service/Parked
    80  
Converted to Freighter/Other
    77  
Active Aircraft
    724  
Number of Operators
    87  
Average Daily Utilization (Hrs)
    8.85  
Average Fleet Age (Yrs)
    15.87  
 
Source: AvSoft’s ACAS Database, September 2009
 
Born out of the oil crisis of the 1970s when airlines were looking for more fuel-efficient and quieter aircraft, the 757-200 became the aircraft of choice for major U.S. carriers operating transcontinental routes. After this successful start, orders diminished during the late 1990’s with the introduction of the Airbus A320 family. The 757-200 found itself in an interesting market niche, stuck between the small 737’s and A320’s and the larger 767 and A330 wide bodies. Airlines began to look at covering the same routes with the greater operating flexibility of the 737’s and A320’s or the additional capacity of the larger 767 and A330 wide bodies. The 2001 terrorist attacks accelerated the end for the 757-200 as the majority of aircraft had been bought and operated by U.S. airlines. With the major U.S airlines fighting for survival in the industries worst ever downturn, none would place orders for 757s after 2001.
 
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Prices for 757’s have dropped to the point that cargo conversions are now beginning to be viable as a replacement for 727-200 freighters for cargo operators like Fedex. Availability is increasing as operators reduce capacity due to decreased consumer demand. Like most aircraft, mba expects values to soften during the current tough economic climate.
 
According to Back Aviation Solutions, as of October 2009, there are currently 35 Boeing 757-200s available For Sale or Lease.
 
(GRAPH)
 
Source: BACK Aviation Solutions, October 2009
 
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Boeing 767 Family
 
The twin-aisle wide body Boeing 767 was launched in 1978 and entered service in 1982. The aircraft has undergone significant development in terms of gross weight and capacity, increasing payload and range. The initial model, the Boeing 767-200, offered a Maximum Takeoff Weight (MTOW) of 280,000 pounds. Early development of an “ER” model extended the weight and range of the -200, enabling it to fly the Atlantic nonstop. Initial routings were circuitous, since the aircraft had to stay within 90 minutes of a suitable landing place. But when the FAA and international authorities approved the 767 and its operators for Extended Range Twin-Engine Operations (ETOPS), more direct routes became possible.
 
         
Fleet Status
 
767-300ER
 
 
Ordered
    649  
Cancelled/Transferred
    93  
Net Orders
    556  
Backlog
    28  
Delivered
    528  
Destroyed/Retired
    3  
Not in Service/Parked
    34  
Converted to Freighter/Other
    6  
Active Aircraft
    485  
Number of Operators
    81  
Average Daily Utilization (Hrs)
    11.03  
Average Fleet Age (Yrs)
    13.51  
 
Source: AvSoft’s ACAS Database, September 2009
 
The 767-300, which first entered service with JAL in 1986 is a 21 feet stretched version of the 767-200, consisting of fuselage plugs forward and behind the wing center section. One hundred and four 767-300s have being delivered to date. The 767-300ER was launched in 1985 as an Extended Range and higher gross weight variant (MGTOW is 412,000lbs), building upon the moderate success of the 767-300. The 767-300ER received no orders until 1987 when American Airlines ordered 15, but the aircraft got over its slow start to be very successful during the 1990’s.
 
Much of the success of the 767 family in general can be attributed to its Extended Range Twin-Engine Operations (ETOPS) capability that allowed it to become the dominant aircraft on the trans-atlantic route, displacing older three and four engine widebodies. However, after the 2001 terrorist attacks and the subsequent industry downturn, lease rates plummeted and reduced the value of the aircraft.
 
Values for the 767 family have softened due to the current economic conditions. Also, demand might only be seen as interim capacity growth until the 787 enters service in 2010, making older 767-300s and 767-
 
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300ERs prime candidates for freighter conversion. IAI Bedek Aviation Group offers 767-300 conversions for approximately $11 million with a down time of 100 days. Aeronavali and ST Aerospace’s Aviation Services Company (SASCO) were selected by Boeing Airplane Services to perform passenger to freighter conversions under the 767-300 Boeing Converted Freighters (BCF) program. ANA launched the 767-300BCF program in 2005 and received delivery of the first aircraft in June 2008. It currently has a firm order with SASCO for seven total conversions of 767-300ERs. The 767-300BCF has similar cargo capabilities to the production model 767-300F, carrying 50 tons structural payload at a range of approximately 3,000nm and 412,000lbs MTOW.
 
According to Back Aviation Solutions as of October 2009, there are currently 20 Boeing 767-300ERs available For Sale or Lease.
 
(GRAPH)
 
Source: BACK Aviation Solutions, October 2009
 
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Boeing 777-200ER
 
The widebody 777-200LR is the extended range version of the 777-200ER. With an increased range and gross-weight, this aircraft is the staple of the transatlantic crossing for many operators who used to operate the DC-10 and 747. The new technology and operating economics of the 777 have made it one of the most popular widebody aircraft of all times.
 
         
Fleet Status
 
777-200LR
 
 
Ordered
    68  
Cancelled/Transferred
    12  
Net Orders
    56  
Backlog
    20  
Delivered
    36  
Destroyed/Retired
    0  
Not in Service/Parked
    0  
Active Aircraft
    36  
Number of Operators
    6  
Average Daily Utilization (Hrs)
    8.39  
Average Fleet Age (Yrs)
    1.39  
 
Source: AvSoft’s ACAS Database, September 2009
 
The 777 has become a replacement for the larger, less efficient, Boeing 747-200s, along with the older DC-10-30s and in many cases the MD-11. It does still, however, compete head-to-head with the Airbus A330/A340 on range and capacity. The current order backlog for the Boeing 777-200LR currently stands at 20. The 777-200LR market is firm and looks to remain so for the near future, even with the recent downturn in the economy. This is because international routes for mainline operators remain lucrative due passenger demand holding firm. Some operators may choose to go for the larger capacity 777-300ER.
 
The A350XWB and the envisioned 787-10 could seriously impact 777 residual values when they enter service. However, the expected entry into service of the A350XWB is currently 2013-2014 and Boeing is unlikely to launch the 787-10 until there is a competitor. At that stage the oldest 777s will be approaching 16 years of service and nearing replacement.
 
According to Back Aviation Solutions, as of October 2009 there are currently no 777-200LRs available For Sale or Lease.
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IV.   Valuation
 
In developing the Values of the aircraft in this portfolio, mba did not inspect the aircraft or the records and documentation associated with the aircraft, but relied on partial information supplied by the Client. This information was not independently verified by mba. Therefore, we used certain assumptions that are generally accepted industry practice to calculate the value of aircraft when more detailed information is not available.
 
The principal assumptions for each of the aircraft in this portfolio are as follows:
 
1. The aircraft is in good overall condition.
 
2. The overhaul status of the airframe, engines, landing gear and other major components are the equivalent of mid-time/mid-life, or new, unless otherwise stated.
 
3. The historical maintenance documentation has been maintained to acceptable international standards.
 
4. The specifications of the aircraft are those most common for an aircraft of its type and vintage.
 
5. The aircraft is in a standard airline configuration.
 
6. The aircraft is current as to all Airworthiness Directives and Service Bulletins.
 
7. Its modification status is comparable to that most common for an aircraft of its type and vintage.
 
8. Its utilization is comparable to industry averages.
 
9. There is no history of accident or incident damage.
 
10. In the case of the Base and Market Value, no accounting is made for lease revenues, obligations or terms of ownership unless otherwise specified.
 
11. Engine specifications and LLP Data were not provided to mba. All engines are assumed to be Half-Time and LLP at 50% as stipulated by the Client.
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Delta Air Lines Portfolio Description
 
                             
    Aircraft
  Serial
      Date of
  MGTOW
  Engine
   
No.
 
Type
 
Number
 
Registration
 
Manufacture
 
(lbs)
 
Type
 
Operator
 
1
  737-732   29633*   N306DQ   Jan-09   135,200   CFM56-7B24   Delta Air Lines
2
  737-732   29679*   N307DQ   Jan-09   135,200   CFM56-7B24   Delta Air Lines
3
  737-832   29624   N376DA   Jan-99   157,200   CFM56-7B24   Delta Air Lines
4
  737-832   30265   N378DA   Aug-99   157,200   CFM56-7B24   Delta Air Lines
5
  737-832   30266   N380DA   Sep-99   157,200   CFM56-7B24   Delta Air Lines
6
  737-832   30345*   N382DA   Oct-99   157,200   CFM56-7B24   Delta Air Lines
7
  737-832   30347*   N384DA   Nov-99   157,200   CFM56-7B24   Delta Air Lines
8
  737-832   30373*   N386DA   Dec-99   157,200   CFM56-7B24   Delta Air Lines
9
  737-832   30375   N388DA   Feb-00   157,200   CFM56-7B24   Delta Air Lines
10
  737-832   30536*   N390DA   Apr-00   157,200   CFM56-7B24   Delta Air Lines
11
  737-832   30561   N392DA   May-00   157,200   CFM56-7B24   Delta Air Lines
12
  737-832   30562*   N394DA   Jun-00   157,200   CFM56-7B24   Delta Air Lines
13
  757-232   29728   N696DL   Jan-99   230,000   PW2037   Delta Air Lines
14
  757-232   29911   N698DL   Aug-99   230,000   PW2037   Delta Air Lines
15
  757-232   30337   N6700   Sep-99   230,000   PW2037   Delta Air Lines
16
  757-232   30188   N6702   Nov-99   230,000   PW2037   Delta Air Lines
17
  757-232   30396   N6704Z   Apr-00   230,000   PW2037   Delta Air Lines
18
  757-232   30422   N6706Q   May-00   230,000   PW2037   Delta Air Lines
19
  757-232   30480   N6708D   Jul-00   230,000   PW2037   Delta Air Lines
20
  757-232   30482   N6710E   Aug-00   230,000   PW2037   Delta Air Lines
21
  757-232   30484   N6712B   Oct-00   230,000   PW2037   Delta Air Lines
22
  767-332ER   29694   N1602   Jan-99   407,000   CF6-80C2B6F   Delta Air Lines
23
  767-332ER   30180   N1604R   Apr-99   407,000   CF6-80C2B6F   Delta Air Lines
24
  767-332ER   30199   N16065   Jun-99   407,000   CF6-80C2B6F   Delta Air Lines
25
  777-232LR   29742   N705DN   Mar-09   766,000   GE90-110B1L2   Delta Air Lines
26
  777-232LR   30440   N706DN   Apr-09   766,000   GE90-110B1L2   Delta Air Lines
27
  777-232LR   39091   N707DN   Apr-09   766,000   GE90-110B1L2   Delta Air Lines
 
* Aircraft with Winglets
 
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Delta Air Lines Portfolio Valuation
 
                                                         
    Aircraft
  Serial
        MGTOW
    Winglet(3)
                MX. Adj.
 
No.
 
Type
 
Number
 
CBV
   
Adj.
   
Adjustment
   
HT CBV
   
MX Adj.
   
CBV
 
    ($US Million)  
 
1
  737-732   29633*   $ 39.70     $ (0.62 )   $ 0.00     $ 39.08     $ 0.00     $ 39.08  
2
  737-732   29679*     39.70       (0.62 )     0.00       39.08       0.00       39.08  
3
  737-832   29624     25.47       (0.25 )     (0.75 )     24.47       (0.20 )     24.27  
4
  737-832   30265     26.39       (0.25 )     (0.75 )     25.39       (0.05 )     25.34  
5
  737-832   30266     26.52       (0.25 )     (0.75 )     25.52       (0.06 )     25.46  
6
  737-832   30345*     26.65       (0.25 )     0.00       26.40       0.14       26.54  
7
  737-832   30347*     26.78       (0.25 )     0.00       26.53       0.21       26.74  
8
  737-832   30373*     26.91       (0.25 )     0.00       26.66       0.25       26.91  
9
  737-832   30375     27.18       (0.27 )     (0.75 )     26.16       0.01       26.17  
10
  737-832   30536*     27.46       (0.27 )     0.00       27.19       0.07       27.26  
11
  737-832   30561     27.59       (0.27 )     (0.75 )     26.57       0.11       26.68  
12
  737-832   30562*     27.73       (0.27 )     0.00       27.46       0.22       27.68  
13
  757-232   29728     22.16       (0.32 )     0.00       21.84       (0.34 )     21.50  
14
  757-232   29911     23.25       (0.32 )     0.00       22.93       (0.22 )     22.71  
15
  757-232   30337     23.41       (0.32 )     0.00       23.09       0.06       23.15  
16
  757-232   30188     23.72       (0.32 )     0.00       23.40       (0.25 )     23.15  
17
  757-232   30396     24.54       (0.35 )     0.00       24.19       (0.15 )     24.04  
18
  757-232   30422     24.70       (0.35 )     0.00       24.35       (0.14 )     24.21  
19
  757-232   30480     25.04       (0.35 )     0.00       24.69       (0.07 )     24.62  
20
  757-232   30482     25.21       (0.35 )     0.00       24.86       0.18       25.04  
21
  757-232   30484     25.55       (0.35 )     0.00       25.20       0.19       25.39  
22
  767-332ER   29694     36.27       0.03       0.00       36.30       0.03       36.33  
23
  767-332ER   30180     36.93       0.03       0.00       36.96       0.10       37.06  
24
  767-332ER   30199     37.36       0.03       0.00       37.39       0.21       37.60  
25
  777-232LR   29742     140.47       0.00       0.00       140.47       0.00       140.47  
26
  777-232LR   30440     140.70       0.00       0.00       140.70       0.00       140.70  
27
  777-232LR   39091     140.70       0.00       0.00       140.70       0.00       140.70  
                                                         
            $ 1,098.09     ($ 6.76 )   ($ 3.75 )   $ 1,087.58     $ 0.30     $ 1,087.88  
 
Legend of Valuation —
 
     
CBV
  Current Base Value
MGTOW Adj.
  Maximum Gross Takeoff Weight Adjustment
HT CBV
  Half-Time Current Base Value
MX Adj.
  Maintenance Adjustments
MX. Adj. CBV
  Maintenance Adjusted CBV
 
Aircraft with Winglets
 
(3) 737-732 and 737-832 Aircraft without winglets are subject to a $750,000 Deduct.
 
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Maintenance Adjustments
 
                                                         
        Serial
                                   
No.
 
Aircraft Type
 
Number
 
Int. MX
   
Hvy. MX
   
LG
   
LLP(4)
   
ESV(4)
   
TOTAL
 
    ($US Million)  
 
1
  737-732   29633*   $ 0.00     $ 0.00     $ 0.00     $ 0.00     $ 0.00     $ 0.00  
2
  737-732   29679*     0.00       0.00       0.00       0.00       0.00       0.00  
3
  737-832   29624     (0.28 )     0.00       0.08       0.00       0.00       (0.20 )
4
  737-832   30265     (0.14 )     0.00       0.09       0.00       0.00       (0.05 )
5
  737-832   30266     (0.15 )     0.00       0.09       0.00       0.00       (0.06 )
6
  737-832   30345*     0.05       0.00       0.09       0.00       0.00       0.14  
7
  737-832   30347*     0.11       0.00       0.10       0.00       0.00       0.21  
8
  737-832   30373*     0.15       0.00       0.10       0.00       0.00       0.25  
9
  737-832   30375     0.10       0.00       (0.09 )     0.00       0.00       0.01  
10
  737-832   30536*     0.16       0.00       (0.09 )     0.00       0.00       0.07  
11
  737-832   30561     0.19       0.00       (0.08 )     0.00       0.00       0.11  
12
  737-832   30562*     0.30       0.00       (0.08 )     0.00       0.00       0.22  
13
  757-232   29728     (0.02 )     (0.19 )     (0.13 )     0.00       0.00       (0.34 )
14
  757-232   29911     0.05       (0.15 )     (0.12 )     0.00       0.00       (0.22 )
15
  757-232   30337     0.20       (0.02 )     (0.12 )     0.00       0.00       0.06  
16
  757-232   30188     (0.17 )     0.03       (0.11 )     0.00       0.00       (0.25 )
17
  757-232   30396     (0.12 )     0.07       (0.10 )     0.00       0.00       (0.15 )
18
  757-232   30422     (0.13 )     0.09       (0.10 )     0.00       0.00       (0.14 )
19
  757-232   30480     (0.09 )     0.11       (0.09 )     0.00       0.00       (0.07 )
20
  757-232   30482     0.07       0.20       (0.09 )     0.00       0.00       0.18  
21
  757-232   30484     0.07       0.21       (0.09 )     0.00       0.00       0.19  
22
  767-332ER   29694     0.12       (0.26 )     0.17       0.00       0.00       0.03  
23
  767-332ER   30180     0.15       (0.23 )     0.18       0.00       0.00       0.10  
24
  767-332ER   30199     0.07       (0.05 )     0.19       0.00       0.00       0.21  
25
  777-232LR   29742     0.00       0.00       0.00       0.00       0.00       0.00  
26
  777-232LR   30440     0.00       0.00       0.00       0.00       0.00       0.00  
27
  777-232LR   39091     0.00       0.00       0.00       0.00       0.00       0.00  
                                                         
        TOTAL   $ 0.69     ($ 0.19 )   ($ 0.20 )   $ 0.00     $ 0.00     $ 0.30  
 
Legend of Adjustments —
 
             
Int. MX
  Intermediate Maintenance   LLP   Life Limited Parts
Hvy. MX
  Heavy Maintenance   ESV   Engine Shop Visit
LG
  Landing Gear        
 
Aircraft with Winglets
 
(4) Engine specifications and LLP Data were not provided to mba. All engines are assumed to be Half-Time and LLP at 50% as stipulated by the Client.
 
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V.   Covenants
 
This report has been prepared for the exclusive use of Delta Air Lines, Inc. and shall not be provided to other parties by mba without the express consent of Delta Air Lines, Inc. mba certifies that this report has been independently prepared and that it fully and accurately reflects mbas opinion as to the Maintenance Adjusted Current Base Values, as requested. mba further certifies that it does not have, and does not expect to have, any financial or other interest in the subject or similar aircraft and engine.
 
This report represents the opinion of mba as to the Maintenance Adjusted Current Base Values of the subject aircraft, as requested, and is intended to be advisory only, in nature. Therefore, mba assumes no responsibility or legal liability for any actions taken, or not taken, by Delta Air Lines, Inc. or any other party with regard to the subject aircraft and engine. By accepting this report, all parties agree that mba shall bear no such responsibility or legal liability.
 
mba consents to the use of this appraisal report in the Prospectus and to the reference to mba’s name in the Prospectus under the caption “Experts”.
 
Sincerely,
 
-s- Stephen P. Rehrmann
 
Stephen P. Rehrmann, ATP/FE
Vice President — Appraisal Group
Morten Beyer & Agnew, Inc.
ISTAT Certified Appraiser
 
November 13, 2009
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APPENDIX III
 
SUMMARY OF CERTAIN APPRAISED VALUES
 
                                                                                         
                  Appraiser’s Valuations  
                  AISI     BK     MBA  
                              Maintenance
                Maintenance
                Maintenance
 
    Registration
  Manufacturer’s
  Month of
          Maintenance
    Adjusted
          Maintenance
    Adjusted
          Maintenance
    Adjusted
 
Aircraft Type
 
Number
 
Serial Number
 
Delivery
   
Base Value
   
Adjustment
   
Base Value
   
Base Value
   
Adjustment
   
Base Value
   
Base Value
   
Adjustment
   
Base Value
 
 
737-732
  N306DQ   29633     January 2009     $ 40,040,000     $ 210,000     $ 40,250,000     $ 33,350,000     $ 3,884,000     $ 37,234,000     $ 39,080,000     $ 0     $ 39,080,000  
737-732
  N307DQ   29679     January 2009       40,040,000       250,000       40,290,000       33,350,000       3,872,000       37,222,000       39,080,000       0       39,080,000  
737-832
  N376DA   29624     January 1999       21,530,000       (160,000 )     21,370,000       25,650,000       25,000       25,675,000       24,470,000       (200,000 )     24,270,000  
737-832
  N378DA   30265     August 1999       21,530,000       (30,000 )     21,500,000       26,640,000       68,000       26,708,000       25,390,000       (50,000 )     25,340,000  
737-832
  N380DA   30266     September 1999       21,530,000       (70,000 )     21,460,000       26,640,000       67,000       26,707,000       25,520,000       (60,000 )     25,460,000  
737-832
  N382DA   30345     October 1999       22,330,000       250,000       22,580,000       27,725,000       125,000       27,850,000       26,400,000       140,000       26,540,000  
737-832
  N384DA   30347     November 1999       22,330,000       300,000       22,630,000       27,725,000       148,000       27,873,000       26,530,000       210,000       26,740,000  
737-832
  N386DA   30373     December 1999       22,330,000       220,000       22,550,000       27,725,000       157,000       27,882,000       26,660,000       250,000       26,910,000  
737-832
  N388DA   30375     February 2000       23,110,000       20,000       23,130,000       27,675,000       (90,000 )     27,585,000       26,160,000       10,000       26,170,000  
737-832
  N390DA   30536     April 2000       23,910,000       100,000       24,010,000       28,805,000       (68,000 )     28,737,000       27,190,000       70,000       27,260,000  
737-832
  N392DA   30561     May 2000       23,110,000       200,000       23,310,000       28,215,000       (56,000 )     28,159,000       26,570,000       110,000       26,680,000  
737-832
  N394DA   30562     June 2000       23,910,000       320,000       24,230,000       29,300,000       (30,000 )     29,270,000       27,460,000       220,000       27,680,000  
757-232
  N696DL   29728     January 1999       19,540,000       (400,000 )     19,140,000       20,450,000       (352,000 )     20,098,000       21,840,000       (340,000 )     21,500,000  
757-232
  N698DL   29911     August 1999       19,540,000       (340,000 )     19,200,000       20,850,000       (228,000 )     20,622,000       22,930,000       (220,000 )     22,710,000  
757-232
  N6700   30337     September 1999       19,540,000       70,000       19,610,000       20,850,000       84,000       20,934,000       23,090,000       60,000       23,150,000  
757-232
  N6702   30188     November 1999       19,540,000       (280,000 )     19,260,000       21,050,000       (226,000 )     20,824,000       23,400,000       (250,000 )     23,150,000  
757-232
  N6704Z   30396     April 2000       20,880,000       (190,000 )     20,690,000       21,400,000       (121,000 )     21,279,000       24,190,000       (150,000 )     24,040,000  
757-232
  N6706Q   30422     May 2000       20,880,000       (60,000 )     20,820,000       21,400,000       (107,000 )     21,293,000       24,350,000       (140,000 )     24,210,000  
757-232
  N6708D   30480     July 2000       20,880,000       (140,000 )     20,740,000       21,600,000       (39,000 )     21,561,000       24,690,000       (70,000 )     24,620,000  
757-232
  N6710E   30482     August 2000       20,880,000       250,000       21,130,000       21,600,000       243,000       21,843,000       24,860,000       180,000       25,040,000  
757-232
  N6712B   30484     October 2000       20,880,000       140,000       21,020,000       21,800,000       250,000       22,050,000       25,200,000       190,000       25,390,000  
767-332ER
  N1602   29694     January 1999       36,010,000       (110,000 )     35,900,000       49,000,000       (101,000 )     48,899,000       36,300,000       30,000       36,330,000  
767-332ER
  N1604R   30180     April 1999       36,010,000       120,000       36,130,000       49,650,000       (3,000 )     49,647,000       36,960,000       100,000       37,060,000  
767-332ER
  N16065   30199     June 1999       36,010,000       220,000       36,230,000       49,650,000       264,000       49,914,000       37,390,000       210,000       37,600,000  
777-232LR
  N705DN   29742     March 2009       153,270,000       520,000       153,790,000       132,470,000       11,938,000       144,408,000       140,470,000       0       140,470,000  
777-232LR
  N706DN   30440     April 2009       153,270,000       530,000       153,800,000       132,470,000       11,935,000       144,405,000       140,700,000       0       140,700,000  
777-232LR
  N707DN   39091     April 2009       153,270,000       600,000       153,870,000       132,470,000       11,873,000       144,343,000       140,700,000       0       140,700,000  
 
III-1


Table of Contents

 
APPENDIX IV
 
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES
 
The following tables set forth the loan to Aircraft value ratios for the Series A and Series B Equipment Notes issued in respect of (i) each 2009 Aircraft as of June 17, 2010 (the first Regular Distribution Date that occurs after the Issuance Date), (ii) each 2000-1 Aircraft as of June 17, 2011 (the first Regular Distribution Date that occurs after the Outside Termination Date) and (iii) in each of the foregoing cases, each Regular Distribution Date thereafter. With respect to each 2000-1 Aircraft, the LTVs for any Regular Distribution Date after the Issuance Date but prior to June 17, 2011 are not included because June 17, 2011 is the first Regular Distribution Date to occur after the Outside Termination Date, which is the last date that the 2000-1 Aircraft may be subjected to the financing of this offering.
 
The LTVs for each Regular Distribution Date listed in such tables were obtained by dividing (i) the outstanding principal amount (assuming no payment default, purchase or early redemption) of such Equipment Notes, plus in the case of the Series B Equipment Notes, the outstanding balance of the Series A Equipment Notes issued under the relevant Indenture, determined immediately after giving effect to the payments scheduled to be made on each such Regular Distribution Date by (ii) the Assumed Aircraft Value on such Regular Distribution Date, calculated based on the Depreciation Assumption, of the Aircraft with respect to which such Equipment Notes were assumed to be issued.
 
The Depreciation Assumption contemplates that the Assumed Aircraft Value of each Aircraft depreciates annually by approximately 3% of the appraised value at delivery per year for the first 15 years after delivery of such Aircraft by the manufacturer, by approximately 4% per year thereafter for the next five years and by approximately 5% each year after that. With respect to each Aircraft, the appraised value of such Aircraft is the theoretical value that, when depreciated from the initial delivery of such Aircraft by the manufacturer in accordance with the Depreciation Assumption, results in the appraised value of such Aircraft specified under “Summary — Equipment Notes and the Aircraft” and “Description of the Aircraft and the Appraisals — The Appraisals”.
 
Other rates or methods of depreciation could result in materially different LTVs, and no assurance can be given (i) that the depreciation rate and method assumed for the purposes of the tables are the ones most likely to occur or (ii) as to the actual future value of any Aircraft. Thus, the tables should not be considered a forecast or prediction of expected or likely LTVs, but simply a mathematical calculation based on one set of assumptions. See “Risk Factors — Risk Factors Relating to the Certificates and the Offering — Appraisals should not be relied upon as a measure of realizable value of the Aircraft”.


IV-1


Table of Contents

A.   Boeing 737-732
 
                                         
    N306DQ  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2010
  $ 38,253,821.31     $ 20,657,063.51       54.0 %   $ 4,207,920.34       65.0 %
December 17, 2010
    37,652,975.95       20,332,607.01       54.0       3,765,297.59       64.0  
June 17, 2011
    37,052,130.58       19,822,889.86       53.5       2,778,909.79       61.0  
December 17, 2011
    36,451,285.22       18,808,863.18       51.6       1,640,307.84       56.1  
June 17, 2012
    35,850,439.86       17,817,668.61       49.7       1,613,269.79       54.2  
December 17, 2012
    35,249,594.50       16,849,306.17       47.8       1,586,231.75       52.3  
June 17, 2013
    34,648,749.14       15,903,775.86       45.9       1,559,193.71       50.4  
December 17, 2013
    34,047,903.78       14,981,077.66       44.0       1,532,155.67       48.5  
June 17, 2014
    33,447,058.42       14,081,211.59       42.1       1,505,117.63       46.6  
December 17, 2014
    32,846,213.06       13,204,177.65       40.2       1,478,079.59       44.7  
June 17, 2015
    32,245,367.70       12,349,975.83       38.3       1,451,041.55       42.8  
December 17, 2015
    31,644,522.34       11,518,606.13       36.4       1,424,003.51       40.9  
June 17, 2016
    31,043,676.98       10,647,981.20       34.3       1,396,965.46       38.8  
December 17, 2016
    30,442,831.62       9,802,591.78       32.2       0.00       0.0  
June 17, 2017
    29,841,986.25       8,982,437.86       30.1       0.00       0.0  
December 17, 2017
    29,241,140.89       8,187,519.45       28.0       0.00       0.0  
June 17, 2018
    28,640,295.53       7,417,836.54       25.9       0.00       0.0  
December 17, 2018
    28,039,450.17       6,673,389.14       23.8       0.00       0.0  
June 17, 2019
    27,438,604.81       5,954,177.24       21.7       0.00       0.0  
December 17, 2019
    26,837,759.45       0.00       0.0       0.00       0.0  
 
                                         
    N307DQ  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2010
  $ 38,263,010.31     $ 20,662,025.57       54.0 %   $ 4,208,931.13       65.0 %
December 17, 2010
    37,662,020.62       20,337,491.13       54.0       3,766,202.06       64.0  
June 17, 2011
    37,061,030.93       19,827,651.55       53.5       2,779,577.32       61.0  
December 17, 2011
    36,460,041.24       18,813,381.28       51.6       1,640,701.86       56.1  
June 17, 2012
    35,859,051.55       17,821,948.62       49.7       1,613,657.32       54.2  
December 17, 2012
    35,258,061.86       16,853,353.57       47.8       1,586,612.78       52.3  
June 17, 2013
    34,657,072.16       15,907,596.12       45.9       1,559,568.25       50.4  
December 17, 2013
    34,056,082.47       14,984,676.29       44.0       1,532,523.71       48.5  
June 17, 2014
    33,455,092.78       14,084,594.06       42.1       1,505,479.18       46.6  
December 17, 2014
    32,854,103.09       13,207,349.44       40.2       1,478,434.64       44.7  
June 17, 2015
    32,253,113.40       12,352,942.43       38.3       1,451,390.10       42.8  
December 17, 2015
    31,652,123.71       11,521,373.03       36.4       1,424,345.57       40.9  
June 17, 2016
    31,051,134.02       10,650,538.97       34.3       1,397,301.03       38.8  
December 17, 2016
    30,450,144.33       9,804,946.47       32.2       0.00       0.0  
June 17, 2017
    29,849,154.64       8,984,595.55       30.1       0.00       0.0  
December 17, 2017
    29,248,164.95       8,189,486.19       28.0       0.00       0.0  
June 17, 2018
    28,647,175.26       7,419,618.39       25.9       0.00       0.0  
December 17, 2018
    28,046,185.57       6,674,992.16       23.8       0.00       0.0  
June 17, 2019
    27,445,195.88       5,955,607.51       21.7       0.00       0.0  
December 17, 2019
    26,844,206.19       0.00       0.0       0.00       0.0  


IV-2


Table of Contents

B.   Boeing 737-832
 
                                         
    N376DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 22,175,062.19     $ 11,532,000.00       52.0 %   $ 1,995,755.60       61.0 %
December 17, 2011
    21,642,860.70       10,691,573.18       49.4       1,904,571.74       58.2  
June 17, 2012
    21,110,659.20       9,879,788.51       46.8       1,815,516.69       55.4  
December 17, 2012
    20,578,457.71       9,095,678.31       44.2       1,728,590.45       52.6  
June 17, 2013
    20,046,256.22       8,339,242.59       41.6       1,643,793.01       49.8  
December 17, 2013
    19,514,054.73       7,610,481.34       39.0       1,561,124.38       47.0  
June 17, 2014
    18,804,452.74       6,844,820.80       36.4       1,466,747.31       44.2  
December 17, 2014
    18,094,850.75       6,116,059.55       33.8       1,375,208.66       41.4  
June 17, 2015
    17,385,248.76       5,441,582.86       31.3       1,269,123.16       38.6  
December 17, 2015
    16,675,646.77       4,802,586.27       28.8       1,167,295.27       35.8  
June 17, 2016
    15,966,044.78       4,199,069.78       26.3       1,069,725.00       33.0  
December 17, 2016
    15,256,442.79       3,631,033.38       23.8       0.00       0.0  
June 17, 2017
    14,546,840.80       3,098,477.09       21.3       0.00       0.0  
December 17, 2017
    13,837,238.81       2,601,400.90       18.8       0.00       0.0  
June 17, 2018
    13,127,636.82       2,139,804.80       16.3       0.00       0.0  
December 17, 2018
    12,418,034.83       1,713,688.81       13.8       0.00       0.0  
June 17, 2019
    11,746,789.70       1,327,387.24       11.3       0.00       0.0  
December 17, 2019
    11,111,828.09       0.00       0.0       0.00       0.0  
 
                                         
    N378DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 22,905,459.85     $ 11,911,000.00       52.0 %   $ 2,061,491.39       61.0 %
December 17, 2011
    22,368,613.14       11,050,094.89       49.4       1,968,437.96       58.2  
June 17, 2012
    21,831,766.42       10,217,266.69       46.8       1,877,531.91       55.4  
December 17, 2012
    21,294,919.71       9,412,354.51       44.2       1,788,773.26       52.6  
June 17, 2013
    20,758,072.99       8,635,358.36       41.6       1,702,161.99       49.8  
December 17, 2013
    20,221,226.28       7,886,278.25       39.0       1,617,698.10       47.0  
June 17, 2014
    19,684,379.56       7,165,114.16       36.4       1,535,381.61       44.2  
December 17, 2014
    18,968,583.94       6,411,381.37       33.8       1,441,612.38       41.4  
June 17, 2015
    18,252,788.32       5,713,122.74       31.3       1,332,453.55       38.6  
December 17, 2015
    17,536,992.70       5,050,653.90       28.8       1,227,589.49       35.8  
June 17, 2016
    16,821,197.08       4,423,974.83       26.3       1,127,020.20       33.0  
December 17, 2016
    16,105,401.46       3,833,085.55       23.8       0.00       0.0  
June 17, 2017
    15,389,605.84       3,277,986.04       21.3       0.00       0.0  
December 17, 2017
    14,673,810.22       2,758,676.32       18.8       0.00       0.0  
June 17, 2018
    13,958,014.60       2,275,156.38       16.3       0.00       0.0  
December 17, 2018
    13,242,218.98       1,827,426.22       13.8       0.00       0.0  
June 17, 2019
    12,526,423.36       1,415,485.84       11.3       0.00       0.0  
December 17, 2019
    11,849,319.39       0.00       0.0       0.00       0.0  


IV-3


Table of Contents

                                         
    N380DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 22,964,611.90     $ 11,942,000.00       52.0 %   $ 2,066,815.07       61.0 %
December 17, 2011
    22,438,704.76       11,084,720.15       49.4       1,974,606.02       58.2  
June 17, 2012
    21,912,797.62       10,255,189.29       46.8       1,884,500.60       55.4  
December 17, 2012
    21,386,890.48       9,453,005.59       44.2       1,796,498.80       52.6  
June 17, 2013
    20,860,983.33       8,678,169.07       41.6       1,710,600.63       49.8  
December 17, 2013
    20,335,076.19       7,930,679.71       39.0       1,626,806.10       47.0  
June 17, 2014
    19,809,169.05       7,210,537.53       36.4       1,545,115.19       44.2  
December 17, 2014
    19,283,261.90       6,517,742.52       33.8       1,465,527.90       41.4  
June 17, 2015
    18,582,052.38       5,816,182.40       31.3       1,356,489.82       38.6  
December 17, 2015
    17,880,842.86       5,149,682.74       28.8       1,251,659.00       35.8  
June 17, 2016
    17,179,633.33       4,518,243.57       26.3       1,151,035.43       33.0  
December 17, 2016
    16,478,423.81       3,921,864.87       23.8       0.00       0.0  
June 17, 2017
    15,777,214.29       3,360,546.64       21.3       0.00       0.0  
December 17, 2017
    15,076,004.76       2,834,288.90       18.8       0.00       0.0  
June 17, 2018
    14,374,795.24       2,343,091.62       16.3       0.00       0.0  
December 17, 2018
    13,673,585.71       1,886,954.83       13.8       0.00       0.0  
June 17, 2019
    12,972,376.19       1,465,878.51       11.3       0.00       0.0  
December 17, 2019
    12,271,166.67       0.00       0.0       0.00       0.0  
 
                                         
    N382DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 24,007,309.52     $ 12,484,000.00       52.0 %   $ 2,160,657.86       61.0 %
December 17, 2011
    23,457,523.81       11,588,016.76       49.4       2,064,262.10       58.2  
June 17, 2012
    22,907,738.10       10,720,821.43       46.8       1,970,065.48       55.4  
December 17, 2012
    22,357,952.38       9,882,214.95       44.2       1,878,068.00       52.6  
June 17, 2013
    21,808,166.67       9,072,197.33       41.6       1,788,269.67       49.8  
December 17, 2013
    21,258,380.95       8,290,768.57       39.0       1,700,670.48       47.0  
June 17, 2014
    20,708,595.24       7,537,928.67       36.4       1,615,270.43       44.2  
December 17, 2014
    20,158,809.52       6,813,677.62       33.8       1,532,069.52       41.4  
June 17, 2015
    19,425,761.90       6,080,263.48       31.3       1,418,080.62       38.6  
December 17, 2015
    18,692,714.29       5,383,501.71       28.8       1,308,490.00       35.8  
June 17, 2016
    17,959,666.67       4,723,392.33       26.3       1,203,297.67       33.0  
December 17, 2016
    17,226,619.05       4,099,935.33       23.8       0.00       0.0  
June 17, 2017
    16,493,571.43       3,513,130.71       21.3       0.00       0.0  
December 17, 2017
    15,760,523.81       2,962,978.48       18.8       0.00       0.0  
June 17, 2018
    15,027,476.19       2,449,478.62       16.3       0.00       0.0  
December 17, 2018
    14,294,428.57       1,972,631.14       13.8       0.00       0.0  
June 17, 2019
    13,561,380.95       1,532,436.05       11.3       0.00       0.0  
December 17, 2019
    12,828,333.33       0.00       0.0       0.00       0.0  


IV-4


Table of Contents

                                         
    N384DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 24,092,459.52     $ 12,529,000.00       52.0 %   $ 2,168,321.36       61.0 %
December 17, 2011
    23,540,723.81       11,629,117.56       49.4       2,071,583.70       58.2  
June 17, 2012
    22,988,988.10       10,758,846.43       46.8       1,977,052.98       55.4  
December 17, 2012
    22,437,252.38       9,917,265.55       44.2       1,884,729.20       52.6  
June 17, 2013
    21,885,516.67       9,104,374.93       41.6       1,794,612.37       49.8  
December 17, 2013
    21,333,780.95       8,320,174.57       39.0       1,706,702.48       47.0  
June 17, 2014
    20,782,045.24       7,564,664.47       36.4       1,620,999.53       44.2  
December 17, 2014
    20,230,309.52       6,837,844.62       33.8       1,537,503.52       41.4  
June 17, 2015
    19,494,661.90       6,101,829.18       31.3       1,423,110.32       38.6  
December 17, 2015
    18,759,014.29       5,402,596.11       28.8       1,313,131.00       35.8  
June 17, 2016
    18,023,366.67       4,740,145.43       26.3       1,207,565.57       33.0  
December 17, 2016
    17,287,719.05       4,114,477.13       23.8       0.00       0.0  
June 17, 2017
    16,552,071.43       3,525,591.21       21.3       0.00       0.0  
December 17, 2017
    15,816,423.81       2,973,487.68       18.8       0.00       0.0  
June 17, 2018
    15,080,776.19       2,458,166.52       16.3       0.00       0.0  
December 17, 2018
    14,345,128.57       1,979,627.74       13.8       0.00       0.0  
June 17, 2019
    13,609,480.95       1,537,871.35       11.3       0.00       0.0  
December 17, 2019
    12,873,833.33       0.00       0.0       0.00       0.0  
 
                                         
    N386DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 24,123,338.10     $ 12,545,000.00       52.0 %   $ 2,171,100.43       61.0 %
December 17, 2011
    23,570,895.24       11,644,022.25       49.4       2,074,238.78       58.2  
June 17, 2012
    23,018,452.38       10,772,635.71       46.8       1,979,586.90       55.4  
December 17, 2012
    22,466,009.52       9,929,976.21       44.2       1,887,144.80       52.6  
June 17, 2013
    21,913,566.67       9,116,043.73       41.6       1,796,912.47       49.8  
December 17, 2013
    21,361,123.81       8,330,838.29       39.0       1,708,889.90       47.0  
June 17, 2014
    20,808,680.95       7,574,359.87       36.4       1,623,077.11       44.2  
December 17, 2014
    20,256,238.10       6,846,608.48       33.8       1,539,474.10       41.4  
June 17, 2015
    19,519,647.62       6,109,649.70       31.3       1,424,934.28       38.6  
December 17, 2015
    18,783,057.14       5,409,520.46       28.8       1,314,814.00       35.8  
June 17, 2016
    18,046,466.67       4,746,220.73       26.3       1,209,113.27       33.0  
December 17, 2016
    17,309,876.19       4,119,750.53       23.8       0.00       0.0  
June 17, 2017
    16,573,285.71       3,530,109.86       21.3       0.00       0.0  
December 17, 2017
    15,836,695.24       2,977,298.70       18.8       0.00       0.0  
June 17, 2018
    15,100,104.76       2,461,317.08       16.3       0.00       0.0  
December 17, 2018
    14,363,514.29       1,982,164.97       13.8       0.00       0.0  
June 17, 2019
    13,626,923.81       1,539,842.39       11.3       0.00       0.0  
December 17, 2019
    12,890,333.33       0.00       0.0       0.00       0.0  


IV-5


Table of Contents

                                         
    N388DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 23,980,797.62     $ 12,471,000.00       52.0 %   $ 2,158,271.79       61.0 %
December 17, 2011
    23,431,619.05       11,575,219.81       49.4       2,061,982.48       58.2  
June 17, 2012
    22,882,440.48       10,708,982.14       46.8       1,967,889.88       55.4  
December 17, 2012
    22,333,261.90       9,871,301.76       44.2       1,875,994.00       52.6  
June 17, 2013
    21,784,083.33       9,062,178.67       41.6       1,786,294.83       49.8  
December 17, 2013
    21,234,904.76       8,281,612.86       39.0       1,698,792.38       47.0  
June 17, 2014
    20,685,726.19       7,529,604.33       36.4       1,613,486.64       44.2  
December 17, 2014
    20,136,547.62       6,806,153.10       33.8       1,530,377.62       41.4  
June 17, 2015
    19,404,309.52       6,073,548.88       31.3       1,416,514.60       38.6  
December 17, 2015
    18,672,071.43       5,377,556.57       28.8       1,307,045.00       35.8  
June 17, 2016
    17,939,833.33       4,718,176.17       26.3       1,201,968.83       33.0  
December 17, 2016
    17,207,595.24       4,095,407.67       23.8       0.00       0.0  
June 17, 2017
    16,475,357.14       3,509,251.07       21.3       0.00       0.0  
December 17, 2017
    15,743,119.05       2,959,706.38       18.8       0.00       0.0  
June 17, 2018
    15,010,880.95       2,446,773.60       16.3       0.00       0.0  
December 17, 2018
    14,278,642.86       1,970,452.71       13.8       0.00       0.0  
June 17, 2019
    13,546,404.76       1,530,743.74       11.3       0.00       0.0  
December 17, 2019
    12,814,166.67       0.00       0.0       0.00       0.0  
 
                                         
    N390DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 24,990,531.47     $ 12,996,000.00       52.0 %   $ 2,249,147.83       61.0 %
December 17, 2011
    24,431,041.96       12,068,934.73       49.4       2,149,931.69       58.2  
June 17, 2012
    23,871,552.45       11,171,886.55       46.8       2,052,953.51       55.4  
December 17, 2012
    23,312,062.94       10,303,931.82       44.2       1,958,213.29       52.6  
June 17, 2013
    22,752,573.43       9,465,070.55       41.6       1,865,711.02       49.8  
December 17, 2013
    22,193,083.92       8,655,302.73       39.0       1,775,446.71       47.0  
June 17, 2014
    21,633,594.41       7,874,628.36       36.4       1,687,420.36       44.2  
December 17, 2014
    21,074,104.90       7,123,047.45       33.8       1,601,631.97       41.4  
June 17, 2015
    20,514,615.38       6,421,074.62       31.3       1,497,566.92       38.6  
December 17, 2015
    19,768,629.37       5,693,365.26       28.8       1,383,804.06       35.8  
June 17, 2016
    19,022,643.36       5,002,955.20       26.3       1,274,517.10       33.0  
December 17, 2016
    18,276,657.34       4,349,844.45       23.8       0.00       0.0  
June 17, 2017
    17,530,671.33       3,734,032.99       21.3       0.00       0.0  
December 17, 2017
    16,784,685.31       3,155,520.84       18.8       0.00       0.0  
June 17, 2018
    16,038,699.30       2,614,307.99       16.3       0.00       0.0  
December 17, 2018
    15,292,713.29       2,110,394.43       13.8       0.00       0.0  
June 17, 2019
    14,546,727.27       1,643,780.18       11.3       0.00       0.0  
December 17, 2019
    13,800,741.26       0.00       0.0       0.00       0.0  


IV-6


Table of Contents

                                         
    N392DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 24,410,177.16     $ 12,694,000.00       52.0 %   $ 2,196,915.94       61.0 %
December 17, 2011
    23,863,680.65       11,788,658.24       49.4       2,100,003.90       58.2  
June 17, 2012
    23,317,184.15       10,912,442.18       46.8       2,005,277.84       55.4  
December 17, 2012
    22,770,687.65       10,064,643.94       44.2       1,912,737.76       52.6  
June 17, 2013
    22,224,191.14       9,245,263.52       41.6       1,822,383.67       49.8  
December 17, 2013
    21,677,694.64       8,454,300.91       39.0       1,734,215.57       47.0  
June 17, 2014
    21,131,198.14       7,691,756.12       36.4       1,648,233.45       44.2  
December 17, 2014
    20,584,701.63       6,957,629.15       33.8       1,564,437.32       41.4  
June 17, 2015
    20,038,205.13       6,271,958.21       31.3       1,462,788.97       38.6  
December 17, 2015
    19,309,543.12       5,561,148.42       28.8       1,351,668.02       35.8  
June 17, 2016
    18,580,881.12       4,886,771.73       26.3       1,244,919.03       33.0  
December 17, 2016
    17,852,219.11       4,248,828.15       23.8       0.00       0.0  
June 17, 2017
    17,123,557.11       3,647,317.66       21.3       0.00       0.0  
December 17, 2017
    16,394,895.10       3,082,240.28       18.8       0.00       0.0  
June 17, 2018
    15,666,233.10       2,553,596.00       16.3       0.00       0.0  
December 17, 2018
    14,937,571.10       2,061,384.81       13.8       0.00       0.0  
June 17, 2019
    14,208,909.09       1,605,606.73       11.3       0.00       0.0  
December 17, 2019
    13,480,247.09       0.00       0.0       0.00       0.0  
 
                                         
    N394DA  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 25,356,923.08     $ 13,186,000.00       52.0 %   $ 2,282,123.08       61.0 %
December 17, 2011
    24,789,230.77       12,245,880.00       49.4       2,181,452.31       58.2  
June 17, 2012
    24,221,538.46       11,335,680.00       46.8       2,083,052.31       55.4  
December 17, 2012
    23,653,846.15       10,455,000.00       44.2       1,986,923.08       52.6  
June 17, 2013
    23,086,153.85       9,603,840.00       41.6       1,893,064.62       49.8  
December 17, 2013
    22,518,461.54       8,782,200.00       39.0       1,801,476.92       47.0  
June 17, 2014
    21,950,769.23       7,990,080.00       36.4       1,712,160.00       44.2  
December 17, 2014
    21,383,076.92       7,227,480.00       33.8       1,625,113.85       41.4  
June 17, 2015
    20,815,384.62       6,515,215.38       31.3       1,519,523.08       38.6  
December 17, 2015
    20,058,461.54       5,776,836.92       28.8       1,404,092.31       35.8  
June 17, 2016
    19,301,538.46       5,076,304.62       26.3       1,293,203.08       33.0  
December 17, 2016
    18,544,615.38       4,413,618.46       23.8       0.00       0.0  
June 17, 2017
    17,787,692.31       3,788,778.46       21.3       0.00       0.0  
December 17, 2017
    17,030,769.23       3,201,784.62       18.8       0.00       0.0  
June 17, 2018
    16,273,846.15       2,652,636.92       16.3       0.00       0.0  
December 17, 2018
    15,516,923.08       2,141,335.38       13.8       0.00       0.0  
June 17, 2019
    14,760,000.00       1,667,880.00       11.3       0.00       0.0  
December 17, 2019
    14,003,076.92       0.00       0.0       0.00       0.0  


IV-7


Table of Contents

C.   Boeing 757-232
 
                                         
    N696DL  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 18,748,134.33     $ 9,749,029.85       52.0 %   $ 1,687,332.09       61.0 %
December 17, 2011
    18,298,179.10       9,039,300.48       49.4       1,610,239.76       58.2  
June 17, 2012
    17,848,223.88       8,352,968.78       46.8       1,534,947.25       55.4  
December 17, 2012
    17,398,268.66       7,690,034.75       44.2       1,461,454.57       52.6  
June 17, 2013
    16,948,313.43       7,050,498.39       41.6       1,389,761.70       49.8  
December 17, 2013
    16,498,358.21       6,434,359.70       39.0       1,319,868.66       47.0  
June 17, 2014
    15,898,417.91       5,787,024.12       36.4       1,240,076.60       44.2  
December 17, 2014
    15,298,477.61       5,170,885.43       33.8       1,162,684.30       41.4  
June 17, 2015
    14,698,537.31       4,600,642.18       31.3       1,072,993.22       38.6  
December 17, 2015
    14,098,597.01       4,060,395.94       28.8       986,901.79       35.8  
June 17, 2016
    13,498,656.72       3,550,146.72       26.3       904,410.00       33.0  
December 17, 2016
    12,898,716.42       3,069,894.51       23.8       0.00       0.0  
June 17, 2017
    12,298,776.12       2,619,639.31       21.3       0.00       0.0  
December 17, 2017
    11,698,835.82       2,199,381.13       18.8       0.00       0.0  
June 17, 2018
    11,098,895.52       1,809,119.97       16.3       0.00       0.0  
December 17, 2018
    10,498,955.22       1,448,855.82       13.8       0.00       0.0  
June 17, 2019
    9,931,444.13       1,122,253.19       11.3       0.00       0.0  
December 17, 2019
    9,394,609.31       0.00       0.0       0.00       0.0  
 
                                         
    N698DL  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 19,267,270.07     $ 10,018,980.44       52.0 %   $ 1,734,054.31       61.0 %
December 17, 2011
    18,815,693.43       9,294,952.55       49.4       1,655,781.02       58.2  
June 17, 2012
    18,364,116.79       8,594,406.66       46.8       1,579,314.04       55.4  
December 17, 2012
    17,912,540.15       7,917,342.74       44.2       1,504,653.37       52.6  
June 17, 2013
    17,460,963.50       7,263,760.82       41.6       1,431,799.01       49.8  
December 17, 2013
    17,009,386.86       6,633,660.88       39.0       1,360,750.95       47.0  
June 17, 2014
    16,557,810.22       6,027,042.92       36.4       1,291,509.20       44.2  
December 17, 2014
    15,955,708.03       5,393,029.31       33.8       1,212,633.81       41.4  
June 17, 2015
    15,353,605.84       4,805,678.63       31.3       1,120,813.23       38.6  
December 17, 2015
    14,751,503.65       4,248,433.05       28.8       1,032,605.26       35.8  
June 17, 2016
    14,149,401.46       3,721,292.58       26.3       948,009.90       33.0  
December 17, 2016
    13,547,299.27       3,224,257.23       23.8       0.00       0.0  
June 17, 2017
    12,945,197.08       2,757,326.98       21.3       0.00       0.0  
December 17, 2017
    12,343,094.89       2,320,501.84       18.8       0.00       0.0  
June 17, 2018
    11,740,992.70       1,913,781.81       16.3       0.00       0.0  
December 17, 2018
    11,138,890.51       1,537,166.89       13.8       0.00       0.0  
June 17, 2019
    10,536,788.32       1,190,657.08       11.3       0.00       0.0  
December 17, 2019
    9,967,232.20       0.00       0.0       0.00       0.0  


IV-8


Table of Contents

                                         
    N6700  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 19,588,242.86     $ 10,185,886.29       52.0 %   $ 1,762,941.86       61.0 %
December 17, 2011
    19,139,657.14       9,454,990.63       49.4       1,684,289.83       58.2  
June 17, 2012
    18,691,071.43       8,747,421.43       46.8       1,607,432.14       55.4  
December 17, 2012
    18,242,485.71       8,063,178.69       44.2       1,532,368.80       52.6  
June 17, 2013
    17,793,900.00       7,402,262.40       41.6       1,459,099.80       49.8  
December 17, 2013
    17,345,314.29       6,764,672.57       39.0       1,387,625.14       47.0  
June 17, 2014
    16,896,728.57       6,150,409.20       36.4       1,317,944.83       44.2  
December 17, 2014
    16,448,142.86       5,559,472.29       33.8       1,250,058.86       41.4  
June 17, 2015
    15,850,028.57       4,961,058.94       31.3       1,157,052.09       38.6  
December 17, 2015
    15,251,914.29       4,392,551.31       28.8       1,067,634.00       35.8  
June 17, 2016
    14,653,800.00       3,853,949.40       26.3       981,804.60       33.0  
December 17, 2016
    14,055,685.71       3,345,253.20       23.8       0.00       0.0  
June 17, 2017
    13,457,571.43       2,866,462.71       21.3       0.00       0.0  
December 17, 2017
    12,859,457.14       2,417,577.94       18.8       0.00       0.0  
June 17, 2018
    12,261,342.86       1,998,598.89       16.3       0.00       0.0  
December 17, 2018
    11,663,228.57       1,609,525.54       13.8       0.00       0.0  
June 17, 2019
    11,065,114.29       1,250,357.91       11.3       0.00       0.0  
December 17, 2019
    10,467,000.00       0.00       0.0       0.00       0.0  
 
                                         
    N6702  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 19,485,314.29     $ 10,132,363.43       52.0 %   $ 1,753,678.29       61.0 %
December 17, 2011
    19,039,085.71       9,405,308.34       49.4       1,675,439.54       58.2  
June 17, 2012
    18,592,857.14       8,701,457.14       46.8       1,598,985.71       55.4  
December 17, 2012
    18,146,628.57       8,020,809.83       44.2       1,524,316.80       52.6  
June 17, 2013
    17,700,400.00       7,363,366.40       41.6       1,451,432.80       49.8  
December 17, 2013
    17,254,171.43       6,729,126.86       39.0       1,380,333.71       47.0  
June 17, 2014
    16,807,942.86       6,118,091.20       36.4       1,311,019.54       44.2  
December 17, 2014
    16,361,714.29       5,530,259.43       33.8       1,243,490.29       41.4  
June 17, 2015
    15,766,742.86       4,934,990.51       31.3       1,150,972.23       38.6  
December 17, 2015
    15,171,771.43       4,369,470.17       28.8       1,062,024.00       35.8  
June 17, 2016
    14,576,800.00       3,833,698.40       26.3       976,645.60       33.0  
December 17, 2016
    13,981,828.57       3,327,675.20       23.8       0.00       0.0  
June 17, 2017
    13,386,857.14       2,851,400.57       21.3       0.00       0.0  
December 17, 2017
    12,791,885.71       2,404,874.51       18.8       0.00       0.0  
June 17, 2018
    12,196,914.29       1,988,097.03       16.3       0.00       0.0  
December 17, 2018
    11,601,942.86       1,601,068.11       13.8       0.00       0.0  
June 17, 2019
    11,006,971.43       1,243,787.77       11.3       0.00       0.0  
December 17, 2019
    10,412,000.00       0.00       0.0       0.00       0.0  


IV-9


Table of Contents

                                         
    N6704Z  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 19,939,762.24     $ 10,368,676.36       52.0 %   $ 1,794,578.60       61.0 %
December 17, 2011
    19,493,349.65       9,629,714.73       49.4       1,715,414.77       58.2  
June 17, 2012
    19,046,937.06       8,913,966.55       46.8       1,638,036.59       55.4  
December 17, 2012
    18,600,524.48       8,221,431.82       44.2       1,562,444.06       52.6  
June 17, 2013
    18,154,111.89       7,552,110.55       41.6       1,488,637.17       49.8  
December 17, 2013
    17,707,699.30       6,906,002.73       39.0       1,416,615.94       47.0  
June 17, 2014
    17,261,286.71       6,283,108.36       36.4       1,346,380.36       44.2  
December 17, 2014
    16,814,874.13       5,683,427.45       33.8       1,277,930.43       41.4  
June 17, 2015
    16,368,461.54       5,123,328.46       31.3       1,194,897.69       38.6  
December 17, 2015
    15,773,244.76       4,542,694.49       28.8       1,104,127.13       35.8  
June 17, 2016
    15,178,027.97       3,991,821.36       26.3       1,016,927.87       33.0  
December 17, 2016
    14,582,811.19       3,470,709.06       23.8       0.00       0.0  
June 17, 2017
    13,987,594.41       2,979,357.61       21.3       0.00       0.0  
December 17, 2017
    13,392,377.62       2,517,766.99       18.8       0.00       0.0  
June 17, 2018
    12,797,160.84       2,085,937.22       16.3       0.00       0.0  
December 17, 2018
    12,201,944.06       1,683,868.28       13.8       0.00       0.0  
June 17, 2019
    11,606,727.27       1,311,560.18       11.3       0.00       0.0  
December 17, 2019
    11,011,510.49       0.00       0.0       0.00       0.0  
 
                                         
    N6706Q  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 19,952,881.12     $ 10,375,498.18       52.0 %   $ 1,795,759.30       61.0 %
December 17, 2011
    19,506,174.83       9,636,050.36       49.4       1,716,543.38       58.2  
June 17, 2012
    19,059,468.53       8,919,831.27       46.8       1,639,114.29       55.4  
December 17, 2012
    18,612,762.24       8,226,840.91       44.2       1,563,472.03       52.6  
June 17, 2013
    18,166,055.94       7,557,079.27       41.6       1,489,616.59       49.8  
December 17, 2013
    17,719,349.65       6,910,546.36       39.0       1,417,547.97       47.0  
June 17, 2014
    17,272,643.36       6,287,242.18       36.4       1,347,266.18       44.2  
December 17, 2014
    16,825,937.06       5,687,166.73       33.8       1,278,771.22       41.4  
June 17, 2015
    16,379,230.77       5,126,699.23       31.3       1,195,683.85       38.6  
December 17, 2015
    15,783,622.38       4,545,683.24       28.8       1,104,853.57       35.8  
June 17, 2016
    15,188,013.99       3,994,447.68       26.3       1,017,596.94       33.0  
December 17, 2016
    14,592,405.59       3,472,992.53       23.8       0.00       0.0  
June 17, 2017
    13,996,797.20       2,981,317.80       21.3       0.00       0.0  
December 17, 2017
    13,401,188.81       2,519,423.50       18.8       0.00       0.0  
June 17, 2018
    12,805,580.42       2,087,309.61       16.3       0.00       0.0  
December 17, 2018
    12,209,972.03       1,684,976.14       13.8       0.00       0.0  
June 17, 2019
    11,614,363.64       1,312,423.09       11.3       0.00       0.0  
December 17, 2019
    11,018,755.24       0.00       0.0       0.00       0.0  


IV-10


Table of Contents

                                         
    N6708D  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 20,204,013.99     $ 10,506,087.27       52.0 %   $ 1,818,361.26       61.0 %
December 17, 2011
    19,751,685.31       9,757,332.55       49.4       1,738,148.31       58.2  
June 17, 2012
    19,299,356.64       9,032,098.91       46.8       1,659,744.67       55.4  
December 17, 2012
    18,847,027.97       8,330,386.36       44.2       1,583,150.35       52.6  
June 17, 2013
    18,394,699.30       7,652,194.91       41.6       1,508,365.34       49.8  
December 17, 2013
    17,942,370.63       6,997,524.55       39.0       1,435,389.65       47.0  
June 17, 2014
    17,490,041.96       6,366,375.27       36.4       1,364,223.27       44.2  
December 17, 2014
    17,037,713.29       5,758,747.09       33.8       1,294,866.21       41.4  
June 17, 2015
    16,585,384.62       5,191,225.38       31.3       1,210,733.08       38.6  
December 17, 2015
    15,982,279.72       4,602,896.56       28.8       1,118,759.58       35.8  
June 17, 2016
    15,379,174.83       4,044,722.98       26.3       1,030,404.71       33.0  
December 17, 2016
    14,776,069.93       3,516,704.64       23.8       0.00       0.0  
June 17, 2017
    14,172,965.03       3,018,841.55       21.3       0.00       0.0  
December 17, 2017
    13,569,860.14       2,551,133.71       18.8       0.00       0.0  
June 17, 2018
    12,966,755.24       2,113,581.10       16.3       0.00       0.0  
December 17, 2018
    12,363,650.35       1,706,183.75       13.8       0.00       0.0  
June 17, 2019
    11,760,545.45       1,328,941.64       11.3       0.00       0.0  
December 17, 2019
    11,157,440.56       0.00       0.0       0.00       0.0  
 
                                         
    N6710E  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 20,468,265.73     $ 10,643,498.18       52.0 %   $ 1,842,143.92       61.0 %
December 17, 2011
    20,010,020.98       9,884,950.36       49.4       1,760,881.85       58.2  
June 17, 2012
    19,551,776.22       9,150,231.27       46.8       1,681,452.76       55.4  
December 17, 2012
    19,093,531.47       8,439,340.91       44.2       1,603,856.64       52.6  
June 17, 2013
    18,635,286.71       7,752,279.27       41.6       1,528,093.51       49.8  
December 17, 2013
    18,177,041.96       7,089,046.36       39.0       1,454,163.36       47.0  
June 17, 2014
    17,718,797.20       6,449,642.18       36.4       1,382,066.18       44.2  
December 17, 2014
    17,260,552.45       5,834,066.73       33.8       1,311,801.99       41.4  
June 17, 2015
    16,802,307.69       5,259,122.31       31.3       1,226,568.46       38.6  
December 17, 2015
    16,191,314.69       4,663,098.63       28.8       1,133,392.03       35.8  
June 17, 2016
    15,580,321.68       4,097,624.60       26.3       1,043,881.55       33.0  
December 17, 2016
    14,969,328.67       3,562,700.22       23.8       0.00       0.0  
June 17, 2017
    14,358,335.66       3,058,325.50       21.3       0.00       0.0  
December 17, 2017
    13,747,342.66       2,584,500.42       18.8       0.00       0.0  
June 17, 2018
    13,136,349.65       2,141,224.99       16.3       0.00       0.0  
December 17, 2018
    12,525,356.64       1,728,499.22       13.8       0.00       0.0  
June 17, 2019
    11,914,363.64       1,346,323.09       11.3       0.00       0.0  
December 17, 2019
    11,303,370.63       0.00       0.0       0.00       0.0  


IV-11


Table of Contents

                                         
    N6712B  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 20,690,753.42     $ 10,759,191.78       52.0 %   $ 1,862,167.81       61.0 %
December 17, 2011
    20,237,671.23       9,997,409.59       49.4       1,780,915.07       58.2  
June 17, 2012
    19,784,589.04       9,259,187.67       46.8       1,701,474.66       55.4  
December 17, 2012
    19,331,506.85       8,544,526.03       44.2       1,623,846.58       52.6  
June 17, 2013
    18,878,424.66       7,853,424.66       41.6       1,548,030.82       49.8  
December 17, 2013
    18,425,342.47       7,185,883.56       39.0       1,474,027.40       47.0  
June 17, 2014
    17,972,260.27       6,541,902.74       36.4       1,401,836.30       44.2  
December 17, 2014
    17,519,178.08       5,921,482.19       33.8       1,331,457.53       41.4  
June 17, 2015
    17,066,095.89       5,341,688.01       31.3       1,245,825.00       38.6  
December 17, 2015
    16,613,013.70       4,784,547.95       28.8       1,162,910.96       35.8  
June 17, 2016
    16,008,904.11       4,210,341.78       26.3       1,072,596.58       33.0  
December 17, 2016
    15,404,794.52       3,666,341.10       23.8       0.00       0.0  
June 17, 2017
    14,800,684.93       3,152,545.89       21.3       0.00       0.0  
December 17, 2017
    14,196,575.34       2,668,956.16       18.8       0.00       0.0  
June 17, 2018
    13,592,465.75       2,215,571.92       16.3       0.00       0.0  
December 17, 2018
    12,988,356.16       1,792,393.15       13.8       0.00       0.0  
June 17, 2019
    12,384,246.58       1,399,419.86       11.3       0.00       0.0  
December 17, 2019
    11,780,136.99       0.00       0.0       0.00       0.0  
 
D.   Boeing 767-332ER
 
                                         
    N1602  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 33,889,925.37     $ 17,622,761.19       52.0 %   $ 3,050,093.28       61.0 %
December 17, 2011
    33,076,567.16       16,339,824.18       49.4       2,910,737.91       58.2  
June 17, 2012
    32,263,208.96       15,099,181.79       46.8       2,774,635.97       55.4  
December 17, 2012
    31,449,850.75       13,900,834.03       44.2       2,641,787.46       52.6  
June 17, 2013
    30,636,492.54       12,744,780.90       41.6       2,512,192.39       49.8  
December 17, 2013
    29,823,134.33       11,631,022.39       39.0       2,385,850.75       47.0  
June 17, 2014
    28,738,656.72       10,460,871.04       36.4       2,241,615.22       44.2  
December 17, 2014
    27,654,179.10       9,347,112.54       33.8       2,101,717.61       41.4  
June 17, 2015
    26,569,701.49       8,316,316.57       31.3       1,939,588.21       38.6  
December 17, 2015
    25,485,223.88       7,339,744.48       28.8       1,783,965.67       35.8  
June 17, 2016
    24,400,746.27       6,417,396.27       26.3       1,634,850.00       33.0  
December 17, 2016
    23,316,268.66       5,549,271.94       23.8       0.00       0.0  
June 17, 2017
    22,231,791.04       4,735,371.49       21.3       0.00       0.0  
December 17, 2017
    21,147,313.43       3,975,694.93       18.8       0.00       0.0  
June 17, 2018
    20,062,835.82       3,270,242.24       16.3       0.00       0.0  
December 17, 2018
    18,978,358.21       2,619,013.43       13.8       0.00       0.0  
June 17, 2019
    17,952,501.01       2,028,632.61       11.3       0.00       0.0  
December 17, 2019
    16,982,095.55       0.00       0.0       0.00       0.0  


IV-12


Table of Contents

                                         
    N1604R  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 34,625,401.46     $ 18,005,208.76       52.0 %   $ 3,116,286.13       61.0 %
December 17, 2011
    33,813,868.61       16,704,051.09       49.4       2,975,620.44       58.2  
June 17, 2012
    33,002,335.77       15,445,093.14       46.8       2,838,200.88       55.4  
December 17, 2012
    32,190,802.92       14,228,334.89       44.2       2,704,027.45       52.6  
June 17, 2013
    31,379,270.07       13,053,776.35       41.6       2,573,100.15       49.8  
December 17, 2013
    30,567,737.23       11,921,417.52       39.0       2,445,418.98       47.0  
June 17, 2014
    29,756,204.38       10,831,258.39       36.4       2,320,983.94       44.2  
December 17, 2014
    28,674,160.58       9,691,866.28       33.8       2,179,236.20       41.4  
June 17, 2015
    27,592,116.79       8,636,332.55       31.3       2,014,224.53       38.6  
December 17, 2015
    26,510,072.99       7,634,901.02       28.8       1,855,705.11       35.8  
June 17, 2016
    25,428,029.20       6,687,571.68       26.3       1,703,677.96       33.0  
December 17, 2016
    24,345,985.40       5,794,344.53       23.8       0.00       0.0  
June 17, 2017
    23,263,941.61       4,955,219.56       21.3       0.00       0.0  
December 17, 2017
    22,181,897.81       4,170,196.79       18.8       0.00       0.0  
June 17, 2018
    21,099,854.01       3,439,276.20       16.3       0.00       0.0  
December 17, 2018
    20,017,810.22       2,762,457.81       13.8       0.00       0.0  
June 17, 2019
    18,935,766.42       2,139,741.61       11.3       0.00       0.0  
December 17, 2019
    17,912,211.48       0.00       0.0       0.00       0.0  
 
                                         
    N16065  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2011
  $ 35,129,927.01     $ 18,267,562.04       52.0 %   $ 3,161,693.43       61.0 %
December 17, 2011
    34,306,569.34       16,947,445.26       49.4       3,018,978.10       58.2  
June 17, 2012
    33,483,211.68       15,670,143.07       46.8       2,879,556.20       55.4  
December 17, 2012
    32,659,854.01       14,435,655.47       44.2       2,743,427.74       52.6  
June 17, 2013
    31,836,496.35       13,243,982.48       41.6       2,610,592.70       49.8  
December 17, 2013
    31,013,138.69       12,095,124.09       39.0       2,481,051.09       47.0  
June 17, 2014
    30,189,781.02       10,989,080.29       36.4       2,354,802.92       44.2  
December 17, 2014
    29,091,970.80       9,833,086.13       33.8       2,210,989.78       41.4  
June 17, 2015
    27,994,160.58       8,762,172.26       31.3       2,043,573.72       38.6  
December 17, 2015
    26,896,350.36       7,746,148.91       28.8       1,882,744.53       35.8  
June 17, 2016
    25,798,540.15       6,785,016.06       26.3       1,728,502.19       33.0  
December 17, 2016
    24,700,729.93       5,878,773.72       23.8       0.00       0.0  
June 17, 2017
    23,602,919.71       5,027,421.90       21.3       0.00       0.0  
December 17, 2017
    22,505,109.49       4,230,960.58       18.8       0.00       0.0  
June 17, 2018
    21,407,299.27       3,489,389.78       16.3       0.00       0.0  
December 17, 2018
    20,309,489.05       2,802,709.49       13.8       0.00       0.0  
June 17, 2019
    19,211,678.83       2,170,919.71       11.3       0.00       0.0  
December 17, 2019
    18,173,209.71       0.00       0.0       0.00       0.0  


IV-13


Table of Contents

E.   Boeing 777-232LR
 
                                         
    N705DN  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2010
  $ 142,208,893.40     $ 76,792,802.44       54.0 %   $ 15,642,978.27       65.0 %
December 17, 2010
    140,009,786.80       75,605,284.87       54.0       14,000,978.68       64.0  
June 17, 2011
    137,810,680.20       73,728,713.91       53.5       10,335,801.02       61.0  
December 17, 2011
    135,611,573.60       69,975,571.98       51.6       6,102,520.81       56.1  
June 17, 2012
    133,412,467.01       66,305,996.10       49.7       6,003,561.02       54.2  
December 17, 2012
    131,213,360.41       62,719,986.27       47.8       5,904,601.22       52.3  
June 17, 2013
    129,014,253.81       59,217,542.50       45.9       5,805,641.42       50.4  
December 17, 2013
    126,815,147.21       55,798,664.77       44.0       5,706,681.62       48.5  
June 17, 2014
    124,616,040.61       52,463,353.10       42.1       5,607,721.83       46.6  
December 17, 2014
    122,416,934.01       49,211,607.47       40.2       5,508,762.03       44.7  
June 17, 2015
    120,217,827.41       46,043,427.90       38.3       5,409,802.23       42.8  
December 17, 2015
    118,018,720.81       42,958,814.38       36.4       5,310,842.44       40.9  
June 17, 2016
    115,819,614.21       39,726,127.68       34.3       5,211,882.64       38.8  
December 17, 2016
    113,620,507.61       36,585,803.45       32.2       0.00       0.0  
June 17, 2017
    111,421,401.02       33,537,841.71       30.1       0.00       0.0  
December 17, 2017
    109,222,294.42       30,582,242.44       28.0       0.00       0.0  
June 17, 2018
    107,023,187.82       27,719,005.64       25.9       0.00       0.0  
December 17, 2018
    104,824,081.22       24,948,131.33       23.8       0.00       0.0  
June 17, 2019
    102,624,974.62       22,269,619.49       21.7       0.00       0.0  
December 17, 2019
    100,425,868.02       0.00       0.0       0.00       0.0  
 
                                         
    N706DN  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2010
  $ 142,205,939.09     $ 76,791,207.11       54.0 %   $ 15,642,653.30       65.0 %
December 17, 2010
    140,006,878.17       75,603,714.21       54.0       14,000,687.82       64.0  
June 17, 2011
    137,807,817.26       73,727,182.23       53.5       10,335,586.29       61.0  
December 17, 2011
    135,608,756.35       69,974,118.27       51.6       6,102,394.04       56.1  
June 17, 2012
    133,409,695.43       66,304,618.63       49.7       6,003,436.29       54.2  
December 17, 2012
    131,210,634.52       62,718,683.30       47.8       5,904,478.55       52.3  
June 17, 2013
    129,011,573.60       59,216,312.28       45.9       5,805,520.81       50.4  
December 17, 2013
    126,812,512.69       55,797,505.58       44.0       5,706,563.07       48.5  
June 17, 2014
    124,613,451.78       52,462,263.20       42.1       5,607,605.33       46.6  
December 17, 2014
    122,414,390.86       49,210,585.13       40.2       5,508,647.59       44.7  
June 17, 2015
    120,215,329.95       46,042,471.37       38.3       5,409,689.85       42.8  
December 17, 2015
    118,016,269.04       42,957,921.93       36.4       5,310,732.11       40.9  
June 17, 2016
    115,817,208.12       39,725,302.39       34.3       5,211,774.37       38.8  
December 17, 2016
    113,618,147.21       36,585,043.40       32.2       0.00       0.0  
June 17, 2017
    111,419,086.29       33,537,144.97       30.1       0.00       0.0  
December 17, 2017
    109,220,025.38       30,581,607.11       28.0       0.00       0.0  
June 17, 2018
    107,020,964.47       27,718,429.80       25.9       0.00       0.0  
December 17, 2018
    104,821,903.55       24,947,613.05       23.8       0.00       0.0  
June 17, 2019
    102,622,842.64       22,269,156.85       21.7       0.00       0.0  
December 17, 2019
    100,423,781.73       0.00       0.0       0.00       0.0  


IV-14


Table of Contents

                                         
    N707DN  
          Series A     Series B  
    Assumed
    Outstanding
          Outstanding
       
Date
 
Aircraft Value
   
Balance
   
LTV
   
Balance
   
LTV
 
 
June 17, 2010
  $ 142,144,883.25     $ 76,758,236.95       54.0 %   $ 15,635,937.16       65.0 %
December 17, 2010
    139,946,766.50       75,571,253.91       54.0       13,994,676.65       64.0  
June 17, 2011
    137,748,649.75       73,695,527.61       53.5       10,331,148.73       61.0  
December 17, 2011
    135,550,532.99       69,944,075.03       51.6       6,099,773.98       56.1  
June 17, 2012
    133,352,416.24       66,276,150.87       49.7       6,000,858.73       54.2  
December 17, 2012
    131,154,299.49       62,691,755.16       47.8       5,901,943.48       52.3  
June 17, 2013
    128,956,182.74       59,190,887.88       45.9       5,803,028.22       50.4  
December 17, 2013
    126,758,065.99       55,773,549.04       44.0       5,704,112.97       48.5  
June 17, 2014
    124,559,949.24       52,439,738.63       42.1       5,605,197.72       46.6  
December 17, 2014
    122,361,832.49       49,189,456.66       40.2       5,506,282.46       44.7  
June 17, 2015
    120,163,715.74       46,022,703.13       38.3       5,407,367.21       42.8  
December 17, 2015
    117,965,598.98       42,939,478.03       36.4       5,308,451.95       40.9  
June 17, 2016
    115,767,482.23       39,708,246.41       34.3       5,209,536.70       38.8  
December 17, 2016
    113,569,365.48       36,569,335.69       32.2       0.00       0.0  
June 17, 2017
    111,371,248.73       33,522,745.87       30.1       0.00       0.0  
December 17, 2017
    109,173,131.98       30,568,476.95       28.0       0.00       0.0  
June 17, 2018
    106,975,015.23       27,706,528.94       25.9       0.00       0.0  
December 17, 2018
    104,776,898.48       24,936,901.84       23.8       0.00       0.0  
June 17, 2019
    102,578,781.73       22,259,595.63       21.7       0.00       0.0  
December 17, 2019
    100,380,664.97       0.00       0.0       0.00       0.0  


IV-15


Table of Contents

 
APPENDIX V
 
EQUIPMENT NOTE PRINCIPAL AMOUNTS AND AMORTIZATION SCHEDULES


V-1


Table of Contents

A.   Boeing 737-732
 
                                 
    N306DQ  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 21,371,000.00     $ 0.00     $ 4,663,000.00  
June 17, 2010
    713,936.49       20,657,063.51       455,079.66       4,207,920.34  
December 17, 2010
    324,456.50       20,332,607.01       442,622.75       3,765,297.59  
June 17, 2011
    509,717.15       19,822,889.86       986,387.80       2,778,909.79  
December 17, 2011
    1,014,026.68       18,808,863.18       1,138,601.95       1,640,307.84  
June 17, 2012
    991,194.57       17,817,668.61       27,038.05       1,613,269.79  
December 17, 2012
    968,362.44       16,849,306.17       27,038.04       1,586,231.75  
June 17, 2013
    945,530.31       15,903,775.86       27,038.04       1,559,193.71  
December 17, 2013
    922,698.20       14,981,077.66       27,038.04       1,532,155.67  
June 17, 2014
    899,866.07       14,081,211.59       27,038.04       1,505,117.63  
December 17, 2014
    877,033.94       13,204,177.65       27,038.04       1,478,079.59  
June 17, 2015
    854,201.82       12,349,975.83       27,038.04       1,451,041.55  
December 17, 2015
    831,369.70       11,518,606.13       27,038.04       1,424,003.51  
June 17, 2016
    870,624.93       10,647,981.20       27,038.05       1,396,965.46  
December 17, 2016
    845,389.42       9,802,591.78       1,396,965.46       0.00  
June 17, 2017
    820,153.92       8,982,437.86       0.00       0.00  
December 17, 2017
    794,918.41       8,187,519.45       0.00       0.00  
June 17, 2018
    769,682.91       7,417,836.54       0.00       0.00  
December 17, 2018
    744,447.40       6,673,389.14       0.00       0.00  
June 17, 2019
    719,211.90       5,954,177.24       0.00       0.00  
December 17, 2019
    5,954,177.24       0.00       0.00       0.00  
 
                                 
    N307DQ  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 21,376,000.00     $ 0.00     $ 4,664,000.00  
June 17, 2010
    713,974.43       20,662,025.57       455,068.87       4,208,931.13  
December 17, 2010
    324,534.44       20,337,491.13       442,729.07       3,766,202.06  
June 17, 2011
    509,839.58       19,827,651.55       986,624.74       2,779,577.32  
December 17, 2011
    1,014,270.27       18,813,381.28       1,138,875.46       1,640,701.86  
June 17, 2012
    991,432.66       17,821,948.62       27,044.54       1,613,657.32  
December 17, 2012
    968,595.05       16,853,353.57       27,044.54       1,586,612.78  
June 17, 2013
    945,757.45       15,907,596.12       27,044.53       1,559,568.25  
December 17, 2013
    922,919.83       14,984,676.29       27,044.54       1,532,523.71  
June 17, 2014
    900,082.23       14,084,594.06       27,044.53       1,505,479.18  
December 17, 2014
    877,244.62       13,207,349.44       27,044.54       1,478,434.64  
June 17, 2015
    854,407.01       12,352,942.43       27,044.54       1,451,390.10  
December 17, 2015
    831,569.40       11,521,373.03       27,044.53       1,424,345.57  
June 17, 2016
    870,834.06       10,650,538.97       27,044.54       1,397,301.03  
December 17, 2016
    845,592.50       9,804,946.47       1,397,301.03       0.00  
June 17, 2017
    820,350.92       8,984,595.55       0.00       0.00  
December 17, 2017
    795,109.36       8,189,486.19       0.00       0.00  
June 17, 2018
    769,867.80       7,419,618.39       0.00       0.00  
December 17, 2018
    744,626.23       6,674,992.16       0.00       0.00  
June 17, 2019
    719,384.65       5,955,607.51       0.00       0.00  
December 17, 2019
    5,955,607.51       0.00       0.00       0.00  


V-2


Table of Contents

B.   Boeing 737-832
 
                                 
    N376DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 12,262,000.00     $ 0.00     $ 2,498,000.00  
June 17, 2011
    730,000.00       11,532,000.00       502,244.40       1,995,755.60  
December 17, 2011
    840,426.82       10,691,573.18       91,183.86       1,904,571.74  
June 17, 2012
    811,784.67       9,879,788.51       89,055.05       1,815,516.69  
December 17, 2012
    784,110.20       9,095,678.31       86,926.24       1,728,590.45  
June 17, 2013
    756,435.72       8,339,242.59       84,797.44       1,643,793.01  
December 17, 2013
    728,761.25       7,610,481.34       82,668.63       1,561,124.38  
June 17, 2014
    765,660.54       6,844,820.80       94,377.07       1,466,747.31  
December 17, 2014
    728,761.25       6,116,059.55       91,538.65       1,375,208.66  
June 17, 2015
    674,476.69       5,441,582.86       106,085.50       1,269,123.16  
December 17, 2015
    638,996.59       4,802,586.27       101,827.89       1,167,295.27  
June 17, 2016
    603,516.49       4,199,069.78       97,570.27       1,069,725.00  
December 17, 2016
    568,036.40       3,631,033.38       1,069,725.00       0.00  
June 17, 2017
    532,556.29       3,098,477.09       0.00       0.00  
December 17, 2017
    497,076.19       2,601,400.90       0.00       0.00  
June 17, 2018
    461,596.10       2,139,804.80       0.00       0.00  
December 17, 2018
    426,115.99       1,713,688.81       0.00       0.00  
June 17, 2019
    386,301.57       1,327,387.24       0.00       0.00  
December 17, 2019
    1,327,387.24       0.00       0.00       0.00  
 
                                 
    N378DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 12,659,000.00     $ 0.00     $ 2,579,000.00  
June 17, 2011
    748,000.00       11,911,000.00       517,508.61       2,061,491.39  
December 17, 2011
    860,905.11       11,050,094.89       93,053.43       1,968,437.96  
June 17, 2012
    832,828.20       10,217,266.69       90,906.05       1,877,531.91  
December 17, 2012
    804,912.18       9,412,354.51       88,758.65       1,788,773.26  
June 17, 2013
    776,996.15       8,635,358.36       86,611.27       1,702,161.99  
December 17, 2013
    749,080.11       7,886,278.25       84,463.89       1,617,698.10  
June 17, 2014
    721,164.09       7,165,114.16       82,316.49       1,535,381.61  
December 17, 2014
    753,732.79       6,411,381.37       93,769.23       1,441,612.38  
June 17, 2015
    698,258.63       5,713,122.74       109,158.83       1,332,453.55  
December 17, 2015
    662,468.84       5,050,653.90       104,864.06       1,227,589.49  
June 17, 2016
    626,679.07       4,423,974.83       100,569.29       1,127,020.20  
December 17, 2016
    590,889.28       3,833,085.55       1,127,020.20       0.00  
June 17, 2017
    555,099.51       3,277,986.04       0.00       0.00  
December 17, 2017
    519,309.72       2,758,676.32       0.00       0.00  
June 17, 2018
    483,519.94       2,275,156.38       0.00       0.00  
December 17, 2018
    447,730.16       1,827,426.22       0.00       0.00  
June 17, 2019
    411,940.38       1,415,485.84       0.00       0.00  
December 17, 2019
    1,415,485.84       0.00       0.00       0.00  


V-3


Table of Contents

                                 
    N380DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 12,685,000.00     $ 0.00     $ 2,584,000.00  
June 17, 2011
    743,000.00       11,942,000.00       517,184.93       2,066,815.07  
December 17, 2011
    857,279.85       11,084,720.15       92,209.05       1,974,606.02  
June 17, 2012
    829,530.86       10,255,189.29       90,105.42       1,884,500.60  
December 17, 2012
    802,183.70       9,453,005.59       88,001.80       1,796,498.80  
June 17, 2013
    774,836.52       8,678,169.07       85,898.17       1,710,600.63  
December 17, 2013
    747,489.36       7,930,679.71       83,794.53       1,626,806.10  
June 17, 2014
    720,142.18       7,210,537.53       81,690.91       1,545,115.19  
December 17, 2014
    692,795.01       6,517,742.52       79,587.29       1,465,527.90  
June 17, 2015
    701,560.12       5,816,182.40       109,038.08       1,356,489.82  
December 17, 2015
    666,499.66       5,149,682.74       104,830.82       1,251,659.00  
June 17, 2016
    631,439.17       4,518,243.57       100,623.57       1,151,035.43  
December 17, 2016
    596,378.70       3,921,864.87       1,151,035.43       0.00  
June 17, 2017
    561,318.23       3,360,546.64       0.00       0.00  
December 17, 2017
    526,257.74       2,834,288.90       0.00       0.00  
June 17, 2018
    491,197.28       2,343,091.62       0.00       0.00  
December 17, 2018
    456,136.79       1,886,954.83       0.00       0.00  
June 17, 2019
    421,076.32       1,465,878.51       0.00       0.00  
December 17, 2019
    1,465,878.51       0.00       0.00       0.00  
 
                                 
    N382DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,261,000.00     $ 0.00     $ 2,702,000.00  
June 17, 2011
    777,000.00       12,484,000.00       541,342.14       2,160,657.86  
December 17, 2011
    895,983.24       11,588,016.76       96,395.76       2,064,262.10  
June 17, 2012
    867,195.33       10,720,821.43       94,196.62       1,970,065.48  
December 17, 2012
    838,606.48       9,882,214.95       91,997.48       1,878,068.00  
June 17, 2013
    810,017.62       9,072,197.33       89,798.33       1,788,269.67  
December 17, 2013
    781,428.76       8,290,768.57       87,599.19       1,700,670.48  
June 17, 2014
    752,839.90       7,537,928.67       85,400.05       1,615,270.43  
December 17, 2014
    724,251.05       6,813,677.62       83,200.91       1,532,069.52  
June 17, 2015
    733,414.14       6,080,263.48       113,988.90       1,418,080.62  
December 17, 2015
    696,761.77       5,383,501.71       109,590.62       1,308,490.00  
June 17, 2016
    660,109.38       4,723,392.33       105,192.33       1,203,297.67  
December 17, 2016
    623,457.00       4,099,935.33       1,203,297.67       0.00  
June 17, 2017
    586,804.62       3,513,130.71       0.00       0.00  
December 17, 2017
    550,152.23       2,962,978.48       0.00       0.00  
June 17, 2018
    513,499.86       2,449,478.62       0.00       0.00  
December 17, 2018
    476,847.48       1,972,631.14       0.00       0.00  
June 17, 2019
    440,195.09       1,532,436.05       0.00       0.00  
December 17, 2019
    1,532,436.05       0.00       0.00       0.00  


V-4


Table of Contents

                                 
    N384DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,308,000.00     $ 0.00     $ 2,711,000.00  
June 17, 2011
    779,000.00       12,529,000.00       542,678.64       2,168,321.36  
December 17, 2011
    899,882.44       11,629,117.56       96,737.66       2,071,583.70  
June 17, 2012
    870,271.13       10,758,846.43       94,530.72       1,977,052.98  
December 17, 2012
    841,580.88       9,917,265.55       92,323.78       1,884,729.20  
June 17, 2013
    812,890.62       9,104,374.93       90,116.83       1,794,612.37  
December 17, 2013
    784,200.36       8,320,174.57       87,909.89       1,706,702.48  
June 17, 2014
    755,510.10       7,564,664.47       85,702.95       1,620,999.53  
December 17, 2014
    726,819.85       6,837,844.62       83,496.01       1,537,503.52  
June 17, 2015
    736,015.44       6,101,829.18       114,393.20       1,423,110.32  
December 17, 2015
    699,233.07       5,402,596.11       109,979.32       1,313,131.00  
June 17, 2016
    662,450.68       4,740,145.43       105,565.43       1,207,565.57  
December 17, 2016
    625,668.30       4,114,477.13       1,207,565.57       0.00  
June 17, 2017
    588,885.92       3,525,591.21       0.00       0.00  
December 17, 2017
    552,103.53       2,973,487.68       0.00       0.00  
June 17, 2018
    515,321.16       2,458,166.52       0.00       0.00  
December 17, 2018
    478,538.78       1,979,627.74       0.00       0.00  
June 17, 2019
    441,756.39       1,537,871.35       0.00       0.00  
December 17, 2019
    1,537,871.35       0.00       0.00       0.00  
 
                                 
    N386DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,325,000.00     $ 0.00     $ 2,715,000.00  
June 17, 2011
    780,000.00       12,545,000.00       543,899.57       2,171,100.43  
December 17, 2011
    900,977.75       11,644,022.25       96,861.65       2,074,238.78  
June 17, 2012
    871,386.54       10,772,635.71       94,651.88       1,979,586.90  
December 17, 2012
    842,659.50       9,929,976.21       92,442.10       1,887,144.80  
June 17, 2013
    813,932.48       9,116,043.73       90,232.33       1,796,912.47  
December 17, 2013
    785,205.44       8,330,838.29       88,022.57       1,708,889.90  
June 17, 2014
    756,478.42       7,574,359.87       85,812.79       1,623,077.11  
December 17, 2014
    727,751.39       6,846,608.48       83,603.01       1,539,474.10  
June 17, 2015
    736,958.78       6,109,649.70       114,539.82       1,424,934.28  
December 17, 2015
    700,129.24       5,409,520.46       110,120.28       1,314,814.00  
June 17, 2016
    663,299.73       4,746,220.73       105,700.73       1,209,113.27  
December 17, 2016
    626,470.20       4,119,750.53       1,209,113.27       0.00  
June 17, 2017
    589,640.67       3,530,109.86       0.00       0.00  
December 17, 2017
    552,811.16       2,977,298.70       0.00       0.00  
June 17, 2018
    515,981.62       2,461,317.08       0.00       0.00  
December 17, 2018
    479,152.11       1,982,164.97       0.00       0.00  
June 17, 2019
    442,322.58       1,539,842.39       0.00       0.00  
December 17, 2019
    1,539,842.39       0.00       0.00       0.00  


V-5


Table of Contents

                                 
    N388DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,247,000.00     $ 0.00     $ 2,699,000.00  
June 17, 2011
    776,000.00       12,471,000.00       540,728.21       2,158,271.79  
December 17, 2011
    895,780.19       11,575,219.81       96,289.31       2,061,982.48  
June 17, 2012
    866,237.67       10,708,982.14       94,092.60       1,967,889.88  
December 17, 2012
    837,680.38       9,871,301.76       91,895.88       1,875,994.00  
June 17, 2013
    809,123.09       9,062,178.67       89,699.17       1,786,294.83  
December 17, 2013
    780,565.81       8,281,612.86       87,502.45       1,698,792.38  
June 17, 2014
    752,008.53       7,529,604.33       85,305.74       1,613,486.64  
December 17, 2014
    723,451.23       6,806,153.10       83,109.02       1,530,377.62  
June 17, 2015
    732,604.22       6,073,548.88       113,863.02       1,416,514.60  
December 17, 2015
    695,992.31       5,377,556.57       109,469.60       1,307,045.00  
June 17, 2016
    659,380.40       4,718,176.17       105,076.17       1,201,968.83  
December 17, 2016
    622,768.50       4,095,407.67       1,201,968.83       0.00  
June 17, 2017
    586,156.60       3,509,251.07       0.00       0.00  
December 17, 2017
    549,544.69       2,959,706.38       0.00       0.00  
June 17, 2018
    512,932.78       2,446,773.60       0.00       0.00  
December 17, 2018
    476,320.89       1,970,452.71       0.00       0.00  
June 17, 2019
    439,708.97       1,530,743.74       0.00       0.00  
December 17, 2019
    1,530,743.74       0.00       0.00       0.00  
 
                                 
    N390DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,798,000.00     $ 0.00     $ 2,811,000.00  
June 17, 2011
    802,000.00       12,996,000.00       561,852.17       2,249,147.83  
December 17, 2011
    927,065.27       12,068,934.73       99,216.14       2,149,931.69  
June 17, 2012
    897,048.18       11,171,886.55       96,978.18       2,052,953.51  
December 17, 2012
    867,954.73       10,303,931.82       94,740.22       1,958,213.29  
June 17, 2013
    838,861.27       9,465,070.55       92,502.27       1,865,711.02  
December 17, 2013
    809,767.82       8,655,302.73       90,264.31       1,775,446.71  
June 17, 2014
    780,674.37       7,874,628.36       88,026.35       1,687,420.36  
December 17, 2014
    751,580.91       7,123,047.45       85,788.39       1,601,631.97  
June 17, 2015
    701,972.83       6,421,074.62       104,065.05       1,497,566.92  
December 17, 2015
    727,709.36       5,693,365.26       113,762.86       1,383,804.06  
June 17, 2016
    690,410.06       5,002,955.20       109,286.96       1,274,517.10  
December 17, 2016
    653,110.75       4,349,844.45       1,274,517.10       0.00  
June 17, 2017
    615,811.46       3,734,032.99       0.00       0.00  
December 17, 2017
    578,512.15       3,155,520.84       0.00       0.00  
June 17, 2018
    541,212.85       2,614,307.99       0.00       0.00  
December 17, 2018
    503,913.56       2,110,394.43       0.00       0.00  
June 17, 2019
    466,614.25       1,643,780.18       0.00       0.00  
December 17, 2019
    1,643,780.18       0.00       0.00       0.00  


V-6


Table of Contents

                                 
    N392DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 13,477,000.00     $ 0.00     $ 2,746,000.00  
June 17, 2011
    783,000.00       12,694,000.00       549,084.06       2,196,915.94  
December 17, 2011
    905,341.76       11,788,658.24       96,912.04       2,100,003.90  
June 17, 2012
    876,216.06       10,912,442.18       94,726.06       2,005,277.84  
December 17, 2012
    847,798.24       10,064,643.94       92,540.08       1,912,737.76  
June 17, 2013
    819,380.42       9,245,263.52       90,354.09       1,822,383.67  
December 17, 2013
    790,962.61       8,454,300.91       88,168.10       1,734,215.57  
June 17, 2014
    762,544.79       7,691,756.12       85,982.12       1,648,233.45  
December 17, 2014
    734,126.97       6,957,629.15       83,796.13       1,564,437.32  
June 17, 2015
    685,670.94       6,271,958.21       101,648.35       1,462,788.97  
December 17, 2015
    710,809.79       5,561,148.42       111,120.95       1,351,668.02  
June 17, 2016
    674,376.69       4,886,771.73       106,748.99       1,244,919.03  
December 17, 2016
    637,943.58       4,248,828.15       1,244,919.03       0.00  
June 17, 2017
    601,510.49       3,647,317.66       0.00       0.00  
December 17, 2017
    565,077.38       3,082,240.28       0.00       0.00  
June 17, 2018
    528,644.28       2,553,596.00       0.00       0.00  
December 17, 2018
    492,211.19       2,061,384.81       0.00       0.00  
June 17, 2019
    455,778.08       1,605,606.73       0.00       0.00  
December 17, 2019
    1,605,606.73       0.00       0.00       0.00  
 
                                 
    N394DA  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 14,000,000.00     $ 0.00     $ 2,852,000.00  
June 17, 2011
    814,000.00       13,186,000.00       569,876.92       2,282,123.08  
December 17, 2011
    940,120.00       12,245,880.00       100,670.77       2,181,452.31  
June 17, 2012
    910,200.00       11,335,680.00       98,400.00       2,083,052.31  
December 17, 2012
    880,680.00       10,455,000.00       96,129.23       1,986,923.08  
June 17, 2013
    851,160.00       9,603,840.00       93,858.46       1,893,064.62  
December 17, 2013
    821,640.00       8,782,200.00       91,587.70       1,801,476.92  
June 17, 2014
    792,120.00       7,990,080.00       89,316.92       1,712,160.00  
December 17, 2014
    762,600.00       7,227,480.00       87,046.15       1,625,113.85  
June 17, 2015
    712,264.62       6,515,215.38       105,590.77       1,519,523.08  
December 17, 2015
    738,378.46       5,776,836.92       115,430.77       1,404,092.31  
June 17, 2016
    700,532.30       5,076,304.62       110,889.23       1,293,203.08  
December 17, 2016
    662,686.16       4,413,618.46       1,293,203.08       0.00  
June 17, 2017
    624,840.00       3,788,778.46       0.00       0.00  
December 17, 2017
    586,993.84       3,201,784.62       0.00       0.00  
June 17, 2018
    549,147.70       2,652,636.92       0.00       0.00  
December 17, 2018
    511,301.54       2,141,335.38       0.00       0.00  
June 17, 2019
    473,455.38       1,667,880.00       0.00       0.00  
December 17, 2019
    1,667,880.00       0.00       0.00       0.00  


V-7


Table of Contents

C.   Boeing 757-232
 
                                 
    N696DL  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 10,367,000.00     $ 0.00     $ 2,112,000.00  
June 17, 2011
    617,970.15       9,749,029.85       424,667.91       1,687,332.09  
December 17, 2011
    709,729.37       9,039,300.48       77,092.33       1,610,239.76  
June 17, 2012
    686,331.70       8,352,968.78       75,292.51       1,534,947.25  
December 17, 2012
    662,934.03       7,690,034.75       73,492.68       1,461,454.57  
June 17, 2013
    639,536.36       7,050,498.39       71,692.87       1,389,761.70  
December 17, 2013
    616,138.69       6,434,359.70       69,893.04       1,319,868.66  
June 17, 2014
    647,335.58       5,787,024.12       79,792.06       1,240,076.60  
December 17, 2014
    616,138.69       5,170,885.43       77,392.30       1,162,684.30  
June 17, 2015
    570,243.25       4,600,642.18       89,691.08       1,072,993.22  
December 17, 2015
    540,246.24       4,060,395.94       86,091.43       986,901.79  
June 17, 2016
    510,249.22       3,550,146.72       82,491.79       904,410.00  
December 17, 2016
    480,252.21       3,069,894.51       904,410.00       0.00  
June 17, 2017
    450,255.20       2,619,639.31       0.00       0.00  
December 17, 2017
    420,258.18       2,199,381.13       0.00       0.00  
June 17, 2018
    390,261.16       1,809,119.97       0.00       0.00  
December 17, 2018
    360,264.15       1,448,855.82       0.00       0.00  
June 17, 2019
    326,602.63       1,122,253.19       0.00       0.00  
December 17, 2019
    1,122,253.19       0.00       0.00       0.00  
 
                                 
    N698DL  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 10,649,000.00     $ 0.00     $ 2,170,000.00  
June 17, 2011
    630,019.56       10,018,980.44       435,945.69       1,734,054.31  
December 17, 2011
    724,027.89       9,294,952.55       78,273.29       1,655,781.02  
June 17, 2012
    700,545.89       8,594,406.66       76,466.98       1,579,314.04  
December 17, 2012
    677,063.92       7,917,342.74       74,660.67       1,504,653.37  
June 17, 2013
    653,581.92       7,263,760.82       72,854.36       1,431,799.01  
December 17, 2013
    630,099.94       6,633,660.88       71,048.06       1,360,750.95  
June 17, 2014
    606,617.96       6,027,042.92       69,241.75       1,291,509.20  
December 17, 2014
    634,013.61       5,393,029.31       78,875.39       1,212,633.81  
June 17, 2015
    587,350.68       4,805,678.63       91,820.58       1,120,813.23  
December 17, 2015
    557,245.58       4,248,433.05       88,207.97       1,032,605.26  
June 17, 2016
    527,140.47       3,721,292.58       84,595.36       948,009.90  
December 17, 2016
    497,035.35       3,224,257.23       948,009.90       0.00  
June 17, 2017
    466,930.25       2,757,326.98       0.00       0.00  
December 17, 2017
    436,825.14       2,320,501.84       0.00       0.00  
June 17, 2018
    406,720.03       1,913,781.81       0.00       0.00  
December 17, 2018
    376,614.92       1,537,166.89       0.00       0.00  
June 17, 2019
    346,509.81       1,190,657.08       0.00       0.00  
December 17, 2019
    1,190,657.08       0.00       0.00       0.00  


V-8


Table of Contents

                                 
    N6700  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 10,820,000.00     $ 0.00     $ 2,205,000.00  
June 17, 2011
    634,113.71       10,185,886.29       442,058.14       1,762,941.86  
December 17, 2011
    730,895.66       9,454,990.63       78,652.03       1,684,289.83  
June 17, 2012
    707,569.20       8,747,421.43       76,857.69       1,607,432.14  
December 17, 2012
    684,242.74       8,063,178.69       75,063.34       1,532,368.80  
June 17, 2013
    660,916.29       7,402,262.40       73,269.00       1,459,099.80  
December 17, 2013
    637,589.83       6,764,672.57       71,474.66       1,387,625.14  
June 17, 2014
    614,263.37       6,150,409.20       69,680.31       1,317,944.83  
December 17, 2014
    590,936.91       5,559,472.29       67,885.97       1,250,058.86  
June 17, 2015
    598,413.35       4,961,058.94       93,006.77       1,157,052.09  
December 17, 2015
    568,507.63       4,392,551.31       89,418.09       1,067,634.00  
June 17, 2016
    538,601.91       3,853,949.40       85,829.40       981,804.60  
December 17, 2016
    508,696.20       3,345,253.20       981,804.60       0.00  
June 17, 2017
    478,790.49       2,866,462.71       0.00       0.00  
December 17, 2017
    448,884.77       2,417,577.94       0.00       0.00  
June 17, 2018
    418,979.05       1,998,598.89       0.00       0.00  
December 17, 2018
    389,073.35       1,609,525.54       0.00       0.00  
June 17, 2019
    359,167.63       1,250,357.91       0.00       0.00  
December 17, 2019
    1,250,357.91       0.00       0.00       0.00  
 
                                 
    N6702  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 10,764,000.00     $ 0.00     $ 2,193,000.00  
June 17, 2011
    631,636.57       10,132,363.43       439,321.71       1,753,678.29  
December 17, 2011
    727,055.09       9,405,308.34       78,238.75       1,675,439.54  
June 17, 2012
    703,851.20       8,701,457.14       76,453.83       1,598,985.71  
December 17, 2012
    680,647.31       8,020,809.83       74,668.91       1,524,316.80  
June 17, 2013
    657,443.43       7,363,366.40       72,884.00       1,451,432.80  
December 17, 2013
    634,239.54       6,729,126.86       71,099.09       1,380,333.71  
June 17, 2014
    611,035.66       6,118,091.20       69,314.17       1,311,019.54  
December 17, 2014
    587,831.77       5,530,259.43       67,529.25       1,243,490.29  
June 17, 2015
    595,268.92       4,934,990.51       92,518.06       1,150,972.23  
December 17, 2015
    565,520.34       4,369,470.17       88,948.23       1,062,024.00  
June 17, 2016
    535,771.77       3,833,698.40       85,378.40       976,645.60  
December 17, 2016
    506,023.20       3,327,675.20       976,645.60       0.00  
June 17, 2017
    476,274.63       2,851,400.57       0.00       0.00  
December 17, 2017
    446,526.06       2,404,874.51       0.00       0.00  
June 17, 2018
    416,777.48       1,988,097.03       0.00       0.00  
December 17, 2018
    387,028.92       1,601,068.11       0.00       0.00  
June 17, 2019
    357,280.34       1,243,787.77       0.00       0.00  
December 17, 2019
    1,243,787.77       0.00       0.00       0.00  


V-9


Table of Contents

                                 
    N6704Z  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 11,009,000.00     $ 0.00     $ 2,243,000.00  
June 17, 2011
    640,323.64       10,368,676.36       448,421.40       1,794,578.60  
December 17, 2011
    738,961.63       9,629,714.73       79,163.83       1,715,414.77  
June 17, 2012
    715,748.18       8,913,966.55       77,378.18       1,638,036.59  
December 17, 2012
    692,534.73       8,221,431.82       75,592.53       1,562,444.06  
June 17, 2013
    669,321.27       7,552,110.55       73,806.89       1,488,637.17  
December 17, 2013
    646,107.82       6,906,002.73       72,021.23       1,416,615.94  
June 17, 2014
    622,894.37       6,283,108.36       70,235.58       1,346,380.36  
December 17, 2014
    599,680.91       5,683,427.45       68,449.93       1,277,930.43  
June 17, 2015
    560,098.99       5,123,328.46       83,032.74       1,194,897.69  
December 17, 2015
    580,633.97       4,542,694.49       90,770.56       1,104,127.13  
June 17, 2016
    550,873.13       3,991,821.36       87,199.26       1,016,927.87  
December 17, 2016
    521,112.30       3,470,709.06       1,016,927.87       0.00  
June 17, 2017
    491,351.45       2,979,357.61       0.00       0.00  
December 17, 2017
    461,590.62       2,517,766.99       0.00       0.00  
June 17, 2018
    431,829.77       2,085,937.22       0.00       0.00  
December 17, 2018
    402,068.94       1,683,868.28       0.00       0.00  
June 17, 2019
    372,308.10       1,311,560.18       0.00       0.00  
December 17, 2019
    1,311,560.18       0.00       0.00       0.00  
 
                                 
    N6706Q  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 11,016,000.00     $ 0.00     $ 2,244,000.00  
June 17, 2011
    640,501.82       10,375,498.18       448,240.70       1,795,759.30  
December 17, 2011
    739,447.82       9,636,050.36       79,215.92       1,716,543.38  
June 17, 2012
    716,219.09       8,919,831.27       77,429.09       1,639,114.29  
December 17, 2012
    692,990.36       8,226,840.91       75,642.26       1,563,472.03  
June 17, 2013
    669,761.64       7,557,079.27       73,855.44       1,489,616.59  
December 17, 2013
    646,532.91       6,910,546.36       72,068.62       1,417,547.97  
June 17, 2014
    623,304.18       6,287,242.18       70,281.79       1,347,266.18  
December 17, 2014
    600,075.45       5,687,166.73       68,494.96       1,278,771.22  
June 17, 2015
    560,467.50       5,126,699.23       83,087.37       1,195,683.85  
December 17, 2015
    581,015.99       4,545,683.24       90,830.28       1,104,853.57  
June 17, 2016
    551,235.56       3,994,447.68       87,256.63       1,017,596.94  
December 17, 2016
    521,455.15       3,472,992.53       1,017,596.94       0.00  
June 17, 2017
    491,674.73       2,981,317.80       0.00       0.00  
December 17, 2017
    461,894.30       2,519,423.50       0.00       0.00  
June 17, 2018
    432,113.89       2,087,309.61       0.00       0.00  
December 17, 2018
    402,333.47       1,684,976.14       0.00       0.00  
June 17, 2019
    372,553.05       1,312,423.09       0.00       0.00  
December 17, 2019
    1,312,423.09       0.00       0.00       0.00  


V-10


Table of Contents

                                 
    N6708D  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 11,155,000.00     $ 0.00     $ 2,273,000.00  
June 17, 2011
    648,912.73       10,506,087.27       454,638.74       1,818,361.26  
December 17, 2011
    748,754.72       9,757,332.55       80,212.95       1,738,148.31  
June 17, 2012
    725,233.64       9,032,098.91       78,403.64       1,659,744.67  
December 17, 2012
    701,712.55       8,330,386.36       76,594.32       1,583,150.35  
June 17, 2013
    678,191.45       7,652,194.91       74,785.01       1,508,365.34  
December 17, 2013
    654,670.36       6,997,524.55       72,975.69       1,435,389.65  
June 17, 2014
    631,149.28       6,366,375.27       71,166.38       1,364,223.27  
December 17, 2014
    607,628.18       5,758,747.09       69,357.06       1,294,866.21  
June 17, 2015
    567,521.71       5,191,225.38       84,133.13       1,210,733.08  
December 17, 2015
    588,328.82       4,602,896.56       91,973.50       1,118,759.58  
June 17, 2016
    558,173.58       4,044,722.98       88,354.87       1,030,404.71  
December 17, 2016
    528,018.34       3,516,704.64       1,030,404.71       0.00  
June 17, 2017
    497,863.09       3,018,841.55       0.00       0.00  
December 17, 2017
    467,707.84       2,551,133.71       0.00       0.00  
June 17, 2018
    437,552.61       2,113,581.10       0.00       0.00  
December 17, 2018
    407,397.35       1,706,183.75       0.00       0.00  
June 17, 2019
    377,242.11       1,328,941.64       0.00       0.00  
December 17, 2019
    1,328,941.64       0.00       0.00       0.00  
 
                                 
    N6710E  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 11,301,000.00     $ 0.00     $ 2,302,000.00  
June 17, 2011
    657,501.82       10,643,498.18       459,856.08       1,842,143.92  
December 17, 2011
    758,547.82       9,884,950.36       81,262.07       1,760,881.85  
June 17, 2012
    734,719.09       9,150,231.27       79,429.09       1,681,452.76  
December 17, 2012
    710,890.36       8,439,340.91       77,596.12       1,603,856.64  
June 17, 2013
    687,061.64       7,752,279.27       75,763.13       1,528,093.51  
December 17, 2013
    663,232.91       7,089,046.36       73,930.15       1,454,163.36  
June 17, 2014
    639,404.18       6,449,642.18       72,097.18       1,382,066.18  
December 17, 2014
    615,575.45       5,834,066.73       70,264.19       1,311,801.99  
June 17, 2015
    574,944.42       5,259,122.31       85,233.53       1,226,568.46  
December 17, 2015
    596,023.68       4,663,098.63       93,176.43       1,133,392.03  
June 17, 2016
    565,474.03       4,097,624.60       89,510.48       1,043,881.55  
December 17, 2016
    534,924.38       3,562,700.22       1,043,881.55       0.00  
June 17, 2017
    504,374.72       3,058,325.50       0.00       0.00  
December 17, 2017
    473,825.08       2,584,500.42       0.00       0.00  
June 17, 2018
    443,275.43       2,141,224.99       0.00       0.00  
December 17, 2018
    412,725.77       1,728,499.22       0.00       0.00  
June 17, 2019
    382,176.13       1,346,323.09       0.00       0.00  
December 17, 2019
    1,346,323.09       0.00       0.00       0.00  


V-11


Table of Contents

                                 
    N6712B  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 11,418,000.00     $ 0.00     $ 2,326,000.00  
June 17, 2011
    658,808.22       10,759,191.78       463,832.19       1,862,167.81  
December 17, 2011
    761,782.19       9,997,409.59       81,252.74       1,780,915.07  
June 17, 2012
    738,221.92       9,259,187.67       79,440.41       1,701,474.66  
December 17, 2012
    714,661.64       8,544,526.03       77,628.08       1,623,846.58  
June 17, 2013
    691,101.37       7,853,424.66       75,815.76       1,548,030.82  
December 17, 2013
    667,541.10       7,185,883.56       74,003.42       1,474,027.40  
June 17, 2014
    643,980.82       6,541,902.74       72,191.10       1,401,836.30  
December 17, 2014
    620,420.55       5,921,482.19       70,378.77       1,331,457.53  
June 17, 2015
    579,794.18       5,341,688.01       85,632.53       1,245,825.00  
December 17, 2015
    557,140.06       4,784,547.95       82,914.04       1,162,910.96  
June 17, 2016
    574,206.17       4,210,341.78       90,314.38       1,072,596.58  
December 17, 2016
    544,000.68       3,666,341.10       1,072,596.58       0.00  
June 17, 2017
    513,795.21       3,152,545.89       0.00       0.00  
December 17, 2017
    483,589.73       2,668,956.16       0.00       0.00  
June 17, 2018
    453,384.24       2,215,571.92       0.00       0.00  
December 17, 2018
    423,178.77       1,792,393.15       0.00       0.00  
June 17, 2019
    392,973.29       1,399,419.86       0.00       0.00  
December 17, 2019
    1,399,419.86       0.00       0.00       0.00  
 
D.   Boeing 767-332ER
 
                                 
    N1602  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 18,740,000.00     $ 0.00     $ 3,818,000.00  
June 17, 2011
    1,117,238.81       17,622,761.19       767,906.72       3,050,093.28  
December 17, 2011
    1,282,937.01       16,339,824.18       139,355.37       2,910,737.91  
June 17, 2012
    1,240,642.39       15,099,181.79       136,101.94       2,774,635.97  
December 17, 2012
    1,198,347.76       13,900,834.03       132,848.51       2,641,787.46  
June 17, 2013
    1,156,053.13       12,744,780.90       129,595.07       2,512,192.39  
December 17, 2013
    1,113,758.51       11,631,022.39       126,341.64       2,385,850.75  
June 17, 2014
    1,170,151.34       10,460,871.04       144,235.52       2,241,615.22  
December 17, 2014
    1,113,758.51       9,347,112.54       139,897.61       2,101,717.61  
June 17, 2015
    1,030,795.97       8,316,316.57       162,129.40       1,939,588.21  
December 17, 2015
    976,572.09       7,339,744.48       155,622.54       1,783,965.67  
June 17, 2016
    922,348.21       6,417,396.27       149,115.67       1,634,850.00  
December 17, 2016
    868,124.33       5,549,271.94       1,634,850.00       0.00  
June 17, 2017
    813,900.45       4,735,371.49       0.00       0.00  
December 17, 2017
    759,676.57       3,975,694.93       0.00       0.00  
June 17, 2018
    705,452.69       3,270,242.24       0.00       0.00  
December 17, 2018
    651,228.81       2,619,013.43       0.00       0.00  
June 17, 2019
    590,380.82       2,028,632.61       0.00       0.00  
December 17, 2019
    2,028,632.61       0.00       0.00       0.00  


V-12


Table of Contents

                                 
    N1604R  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 19,136,000.00     $ 0.00     $ 3,899,000.00  
June 17, 2011
    1,130,791.24       18,005,208.76       782,713.87       3,116,286.13  
December 17, 2011
    1,301,157.66       16,704,051.09       140,665.69       2,975,620.44  
June 17, 2012
    1,258,957.96       15,445,093.14       137,419.56       2,838,200.88  
December 17, 2012
    1,216,758.25       14,228,334.89       134,173.43       2,704,027.45  
June 17, 2013
    1,174,558.54       13,053,776.35       130,927.30       2,573,100.15  
December 17, 2013
    1,132,358.83       11,921,417.52       127,681.17       2,445,418.98  
June 17, 2014
    1,090,159.12       10,831,258.39       124,435.04       2,320,983.94  
December 17, 2014
    1,139,392.12       9,691,866.28       141,747.74       2,179,236.20  
June 17, 2015
    1,055,533.72       8,636,332.55       165,011.68       2,014,224.53  
December 17, 2015
    1,001,431.53       7,634,901.02       158,519.42       1,855,705.11  
June 17, 2016
    947,329.34       6,687,571.68       152,027.15       1,703,677.96  
December 17, 2016
    893,227.15       5,794,344.53       1,703,677.96       0.00  
June 17, 2017
    839,124.96       4,955,219.56       0.00       0.00  
December 17, 2017
    785,022.77       4,170,196.79       0.00       0.00  
June 17, 2018
    730,920.58       3,439,276.20       0.00       0.00  
December 17, 2018
    676,818.39       2,762,457.81       0.00       0.00  
June 17, 2019
    622,716.20       2,139,741.61       0.00       0.00  
December 17, 2019
    2,139,741.61       0.00       0.00       0.00  
 
                                 
    N16065  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 19,415,000.00     $ 0.00     $ 3,955,000.00  
June 17, 2011
    1,147,437.96       18,267,562.04       793,306.57       3,161,693.43  
December 17, 2011
    1,320,116.79       16,947,445.26       142,715.33       3,018,978.10  
June 17, 2012
    1,277,302.19       15,670,143.07       139,421.90       2,879,556.20  
December 17, 2012
    1,234,487.59       14,435,655.47       136,128.47       2,743,427.74  
June 17, 2013
    1,191,672.99       13,243,982.48       132,835.04       2,610,592.70  
December 17, 2013
    1,148,858.39       12,095,124.09       129,541.61       2,481,051.09  
June 17, 2014
    1,106,043.80       10,989,080.29       126,248.18       2,354,802.92  
December 17, 2014
    1,155,994.16       9,833,086.13       143,813.14       2,210,989.78  
June 17, 2015
    1,070,913.87       8,762,172.26       167,416.06       2,043,573.72  
December 17, 2015
    1,016,023.36       7,746,148.91       160,829.20       1,882,744.53  
June 17, 2016
    961,132.85       6,785,016.06       154,242.34       1,728,502.19  
December 17, 2016
    906,242.34       5,878,773.72       1,728,502.19       0.00  
June 17, 2017
    851,351.82       5,027,421.90       0.00       0.00  
December 17, 2017
    796,461.31       4,230,960.58       0.00       0.00  
June 17, 2018
    741,570.80       3,489,389.78       0.00       0.00  
December 17, 2018
    686,680.29       2,802,709.49       0.00       0.00  
June 17, 2019
    631,789.78       2,170,919.71       0.00       0.00  
December 17, 2019
    2,170,919.71       0.00       0.00       0.00  


V-13


Table of Contents

E.   Boeing 777-232LR
 
                                 
    N705DN  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 79,425,000.00     $ 0.00     $ 17,329,000.00  
June 17, 2010
    2,632,197.56       76,792,802.44       1,686,021.73       15,642,978.27  
December 17, 2010
    1,187,517.57       75,605,284.87       1,641,999.59       14,000,978.68  
June 17, 2011
    1,876,570.96       73,728,713.91       3,665,177.66       10,335,801.02  
December 17, 2011
    3,753,141.93       69,975,571.98       4,233,280.21       6,102,520.81  
June 17, 2012
    3,669,575.88       66,305,996.10       98,959.79       6,003,561.02  
December 17, 2012
    3,586,009.83       62,719,986.27       98,959.80       5,904,601.22  
June 17, 2013
    3,502,443.77       59,217,542.50       98,959.80       5,805,641.42  
December 17, 2013
    3,418,877.73       55,798,664.77       98,959.80       5,706,681.62  
June 17, 2014
    3,335,311.67       52,463,353.10       98,959.79       5,607,721.83  
December 17, 2014
    3,251,745.63       49,211,607.47       98,959.80       5,508,762.03  
June 17, 2015
    3,168,179.57       46,043,427.90       98,959.80       5,409,802.23  
December 17, 2015
    3,084,613.52       42,958,814.38       98,959.79       5,310,842.44  
June 17, 2016
    3,232,686.70       39,726,127.68       98,959.80       5,211,882.64  
December 17, 2016
    3,140,324.23       36,585,803.45       5,211,882.64       0.00  
June 17, 2017
    3,047,961.74       33,537,841.71       0.00       0.00  
December 17, 2017
    2,955,599.27       30,582,242.44       0.00       0.00  
June 17, 2018
    2,863,236.80       27,719,005.64       0.00       0.00  
December 17, 2018
    2,770,874.31       24,948,131.33       0.00       0.00  
June 17, 2019
    2,678,511.84       22,269,619.49       0.00       0.00  
December 17, 2019
    22,269,619.49       0.00       0.00       0.00  
 
                                 
    N706DN  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 79,423,000.00     $ 0.00     $ 17,329,000.00  
June 17, 2010
    2,631,792.89       76,791,207.11       1,686,346.70       15,642,653.30  
December 17, 2010
    1,187,492.90       75,603,714.21       1,641,965.48       14,000,687.82  
June 17, 2011
    1,876,531.98       73,727,182.23       3,665,101.53       10,335,586.29  
December 17, 2011
    3,753,063.96       69,974,118.27       4,233,192.25       6,102,394.04  
June 17, 2012
    3,669,499.64       66,304,618.63       98,957.75       6,003,436.29  
December 17, 2012
    3,585,935.33       62,718,683.30       98,957.74       5,904,478.55  
June 17, 2013
    3,502,371.02       59,216,312.28       98,957.74       5,805,520.81  
December 17, 2013
    3,418,806.70       55,797,505.58       98,957.74       5,706,563.07  
June 17, 2014
    3,335,242.38       52,462,263.20       98,957.74       5,607,605.33  
December 17, 2014
    3,251,678.07       49,210,585.13       98,957.74       5,508,647.59  
June 17, 2015
    3,168,113.76       46,042,471.37       98,957.74       5,409,689.85  
December 17, 2015
    3,084,549.44       42,957,921.93       98,957.74       5,310,732.11  
June 17, 2016
    3,232,619.54       39,725,302.39       98,957.74       5,211,774.37  
December 17, 2016
    3,140,258.99       36,585,043.40       5,211,774.37       0.00  
June 17, 2017
    3,047,898.43       33,537,144.97       0.00       0.00  
December 17, 2017
    2,955,537.86       30,581,607.11       0.00       0.00  
June 17, 2018
    2,863,177.31       27,718,429.80       0.00       0.00  
December 17, 2018
    2,770,816.75       24,947,613.05       0.00       0.00  
June 17, 2019
    2,678,456.20       22,269,156.85       0.00       0.00  
December 17, 2019
    22,269,156.85       0.00       0.00       0.00  


V-14


Table of Contents

                                 
    N707DN  
    Series A     Series B  
    Scheduled
          Scheduled
       
    Payments of
    Equipment Note
    Payments of
    Equipment Note
 
Date
 
Principal
   
Ending Balance
   
Principal
   
Ending Balance
 
 
At Issuance
  $ 0.00     $ 79,389,000.00     $ 0.00     $ 17,322,000.00  
June 17, 2010
    2,630,763.05       76,758,236.95       1,686,062.84       15,635,937.16  
December 17, 2010
    1,186,983.04       75,571,253.91       1,641,260.51       13,994,676.65  
June 17, 2011
    1,875,726.30       73,695,527.61       3,663,527.92       10,331,148.73  
December 17, 2011
    3,751,452.58       69,944,075.03       4,231,374.75       6,099,773.98  
June 17, 2012
    3,667,924.16       66,276,150.87       98,915.25       6,000,858.73  
December 17, 2012
    3,584,395.71       62,691,755.16       98,915.25       5,901,943.48  
June 17, 2013
    3,500,867.28       59,190,887.88       98,915.26       5,803,028.22  
December 17, 2013
    3,417,338.84       55,773,549.04       98,915.25       5,704,112.97  
June 17, 2014
    3,333,810.41       52,439,738.63       98,915.25       5,605,197.72  
December 17, 2014
    3,250,281.97       49,189,456.66       98,915.26       5,506,282.46  
June 17, 2015
    3,166,753.53       46,022,703.13       98,915.25       5,407,367.21  
December 17, 2015
    3,083,225.10       42,939,478.03       98,915.26       5,308,451.95  
June 17, 2016
    3,231,231.62       39,708,246.41       98,915.25       5,209,536.70  
December 17, 2016
    3,138,910.72       36,569,335.69       5,209,536.70       0.00  
June 17, 2017
    3,046,589.82       33,522,745.87       0.00       0.00  
December 17, 2017
    2,954,268.92       30,568,476.95       0.00       0.00  
June 17, 2018
    2,861,948.01       27,706,528.94       0.00       0.00  
December 17, 2018
    2,769,627.10       24,936,901.84       0.00       0.00  
June 17, 2019
    2,677,306.21       22,259,595.63       0.00       0.00  
December 17, 2019
    22,259,595.63       0.00       0.00       0.00  


V-15


Table of Contents

(DELTA LOGO)
 


Table of Contents

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
     The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the securities being registered hereby. All amounts are estimates.
         
    Amount to be  
    Paid  
 
       
Registration fee
  $ 38,432  
Printing fees
    50,000  
Legal fees and expenses (including Blue Sky fees)
    3,250,000  
Accounting fees and expenses
    100,000  
Trustees’ fees and expenses
    20,000  
Fees of rating agencies
    600,000  
Miscellaneous
    100,000  
 
     
 
       
TOTAL
  $ 4,158,432  
 
     
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
     Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareowners or disinterested directors or otherwise. The Registrant’s Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.
     Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareowners, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.
     The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 


Table of Contents

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     A list of exhibits filed herewith is contained on the Exhibit Index and is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
     (a) The undersigned registrant hereby undertakes:
          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
  (i)   to include any prospectus required by section 10(a)(3) of the Securities Act;
 
  (ii)   to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
  (iii)   to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
      provided , however , that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
          (4) That, for the purpose of determining liability under the Securities Act to any purchaser:
  (i)   Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

II-2


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  (ii)   Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
          (5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
  (i)   Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
  (ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
  (iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
  (iv)   Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
          (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual reports pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
          (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on November 18, 2009.
         
  DELTA AIR LINES, INC.
 
 
  By:   /s/ Hank Halter    
    Name:   Hank Halter   
    Title:   Senior Vice President and
Chief Financial Officer 
 
 
SIGNATURES AND POWER OF ATTORNEY
     We, the undersigned officers and directors of Delta Air Lines, Inc., hereby severally constitute and appoint Richard H. Anderson and Hank Halter our true and lawful attorneys with full power to sign for us and in our names in the capacities indicated below and any amendment to the registration statement on Form S-3 filed herewith, including any post-effective amendments to said registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Delta Air Lines, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on November 18, 2009.
     
Signature   Title
     
 
/s/ Richard H. Anderson
Richard H. Anderson
  Chief Executive Officer and Director
   (Principal Executive Officer)
 
/s/ Hank Halter
Hank Halter
  Senior Vice President and Chief Financial Officer
   (Principal Financial Officer and Principal Accounting Officer)
 
/s/ Roy J. Bostock
Roy J. Bostock
  Director
 
/s/ John S. Brinzo
John S. Brinzo
  Director
 
/s/ Daniel A. Carp
Daniel A. Carp
  Chairman of the Board
 
/s/ John M. Engler
John M. Engler
  Director

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Signature   Title
 
/s/ Mickey P. Foret
Mickey P. Foret
  Director
 
/s/ David R. Goode
David R. Goode
  Director
 
/s/ Paula Rosput Reynolds
Paula Rosput Reynolds
  Director
 
/s/ Kenneth C. Rogers
Kenneth C. Rogers
  Director
 
/s/ Rodney E. Slater
Rodney E. Slater
  Director
 
/s/ Douglas M. Steenland
Douglas M. Steenland
  Director
 
/s/ Kenneth B. Woodrow
Kenneth B. Woodrow
  Director

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EXHIBIT INDEX
     
Exhibit    
No.   Document
 
   
1.1
  Underwriting Agreement to be entered into between Delta Air Lines, Inc. and the Underwriters named therein*
 
   
4.1
  Pass Through Trust Agreement, dated as of November 16, 2000, between Delta Air Lines, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company Connecticut, National Association) (Filed as Exhibit 4.1 to Delta’s Form S-4 as filed July 11, 2003)
 
   
4.2
  Trust Supplement No. 2009-1A, to be entered into 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*
 
   
4.3
  Trust Supplement No. 2009-1B, to be entered into 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*
 
   
4.4
  Form of Pass Through Trust Certificate, Series 2009-1A (included in Exhibit A to Exhibit 4.2)
 
   
4.5
  Form of Pass Through Trust Certificate, Series 2009-1B (included in Exhibit A to Exhibit 4.3)
 
   
4.6
  Intercreditor Agreement (2009-1), to be entered into among U.S. Bank Trust National Association, as Trustee of the Delta Air Lines Pass Through Trust 2009-1A and Trustee of the Delta Air Lines Pass Through Trust 2009-1B, Natixis S.A., acting via its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and U.S. Bank Trust National Association, as Subordination Agent*
 
   
4.7
  Revolving Credit Agreement (2009-1A), to be entered into between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the trustee of Delta Air Lines Pass Through Trust 2009-1A and as Borrower, and Natixis S.A., acting via its New York Branch, as Class A Liquidity Provider*
 
   
4.8
  Revolving Credit Agreement (2009-1B), to be entered into between U.S. Bank Trust National Association, as Subordination Agent, as agent and trustee for the trustee of Delta Air Lines Pass Through Trust 2009-1B and as Borrower, and Natixis S.A., acting via its New York Branch, as Class B Liquidity Provider*
 
   
4.9
  Deposit Agreement (Class A), to be entered into between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary*
 
   
4.10
  Deposit Agreement (Class B), to be entered into between U.S. Bank National Association, as Escrow Agent, and The Bank of New York Mellon, as Depositary*
 
   
4.11
  Escrow and Paying Agent Agreement (Class A), to be entered into among U.S. Bank National Association, as Escrow Agent, Goldman, Sachs & Co and Morgan Stanley & Co. Incorporated, as Underwriters, U.S. Bank Trust National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust 2009-1A, and U.S. Bank Trust National Association, as Paying Agent*

 


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Exhibit    
No.   Document
 
   
4.12
  Escrow and Paying Agent Agreement (Class B), to be entered into among U.S. Bank National Association, as Escrow Agent, Goldman, Sachs & Co and Morgan Stanley & Co. Incorporated, as Underwriters, U.S. Bank Trust National Association, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of Delta Air Lines Pass Through Trust 2009-1B, and U.S. Bank Trust National Association, as Paying Agent*
 
   
4.13
  Note Purchase Agreement, to be entered into among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, and 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*
 
   
4.14
  Form of Participation Agreement (Participation Agreement among Delta Air Lines, Inc., U.S. Bank Trust National Association, as Pass Through Trustee under each of the Pass Through Trust Agreements, U.S. Bank Trust National Association, as Subordination Agent, U.S. Bank Trust National Association, as Loan Trustee, and U.S. Bank National Trust Association, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.13)*
 
   
4.15
  Form of Indenture and Security Agreement (Indenture and Security Agreement between Delta Air Lines, Inc., and U.S. Bank Trust National Association, as Loan Trustee) (included in Exhibit C to Exhibit 4.13)*
 
   
4.16
  Form of Series 2009-1 Equipment Notes (included in Exhibit 4.15)*
 
   
5.1
  Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc.
 
   
5.2
  Opinion of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association
 
   
5.3
  Opinion of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc.
 
   
8.1
  Opinion of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc., with respect to certain tax matters
 
   
12.1
  Statement Regarding Computation of Ratio of Earnings to Fixed Charges
 
   
15.1
  Letter from Ernst & Young LLP regarding unaudited interim financial statements of Delta Air Lines, Inc.
 
   
23.1
  Consent of Ernst & Young LLP
 
   
23.2
  Consent of Ernst & Young LLP
 
   
23.3
  Consent of Aircraft Information Systems, Inc.
 
   
23.4
  Consent of Morten Beyer & Agnew, Inc.
 
   
23.5
  Consent of BK Associates, Inc.
 
   
23.6
  Consent of Debevoise & Plimpton LLP, special counsel to Delta Air Lines, Inc. (included in Exhibit 5.1 and Exhibit 8.1)

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Exhibit    
No.   Document
 
   
23.7
  Consent of Shipman & Goodwin LLP, Hartford, Connecticut, special counsel to U.S. Bank Trust National Association (included in Exhibit 5.2)
 
   
23.8
  Consent of Leslie P. Klemperer, Esq. Vice President — Deputy General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.3)
 
   
24.1
  Powers of Attorney (included on the signature page of the Registration Statement)
 
   
25.1
  Statement of Eligibility on Form T-1of U.S. Bank Trust National Association, as Pass Through Trustee for the 2009-1 Pass Through Certificates
 
*   To be filed by amendment or as an exhibit to a report on Form 8-K pursuant to Item 601 of Regulation S-K.

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