UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2017 (March 9, 2017)

DELTA AIR LINES, INC.(Exact name of registrant as specified in its charter)

Delaware 001-05424 58-0218548

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

P.O. Box 20706, Atlanta, Georgia 30320-6001(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 715-2600

Registrant’s Web site address: www.delta.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On March 9, 2017, Delta Air Lines, Inc. (“Delta” or “we”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays CapitalInc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as the representatives of the underwriters named therein (the“Underwriters”), to issue and sell $2.0 billion in aggregate principal amount of unsecured notes, consisting of $1,000,000,000 in aggregate principal amount of our2.875% Notes due 2020 (the “2020 Notes”) and $1,000,000,000 in aggregate principal amount of our 3.625% Notes due 2022 (the “2022 Notes” and, together withthe 2020 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants, including an agreement to indemnify theUnderwriters against certain liabilities. The public offering of the Notes was completed on March 14, 2017. The Notes were registered under the Securities Act of1933, as amended, pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-216463) (the “Registration Statement”), filed with theSecurities and Exchange Commission (the “Commission”) on March 6, 2017, and a related prospectus, including a prospectus supplement, filed with theCommission. The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the UnderwritingAgreement, filed herewith as Exhibit 1.1, and incorporated herein by reference.

The Notes were issued under an indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture,dated March 14, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between the Company and U.S. Bank NationalAssociation, as trustee. The Base Indenture was filed as Exhibit 4.1 to the Registration Statement and is incorporated herein by reference. The SupplementalIndenture is filed herewith as Exhibit 4.1 and incorporated herein by reference.

The Notes are our direct, unsecured and unsubordinated obligations. The Notes rank paripassu, or equal, in right of payment, with all of our otherunsubordinated indebtedness and senior in right of payment to all of our future subordinated debt. We will pay interest semi-annually in arrears for the 2020 Noteson March 13 and September 13 of each year, beginning on September 13, 2017, and for the 2022 Notes on March 15 and September 15 of each year, beginning onSeptember 15, 2017. The 2020 Notes will mature on March 13, 2020, and the 2022 Notes will mature on March 15, 2022.

The Indenture contains certain covenants that, among other things, limit our ability to incur liens securing indebtedness for borrowed money or capital leasesand engage in mergers and consolidations or transfer all or substantially all of our assets, in each case subject to a number of important exceptions as specified inthe Indenture. The Indenture also contains customary event of default provisions.

We may redeem the 2020 Notes at our option at any time prior to the maturity date of the 2020 Notes, in whole or in part, at the applicable redemption price,plus accrued and unpaid interest on the principal amount of the Notes to be redeemed to the date of redemption. We may redeem the 2022 Notes at our option atany time prior to February 15, 2022 (one month prior to the maturity date of the 2022 Notes), in whole or in part, at the applicable redemption price, plus accruedand unpaid interest thereon to the date of redemption. At any time on or after February 15, 2022 (one month prior to the maturity date of the 2022 Notes), we mayredeem the 2022 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaidinterest thereon to the date of redemption. If we experience a Change of Control (as defined in the Supplemental Indenture) and a ratings decline of either series ofNotes by two of the Ratings Agencies (as defined in the Supplemental Indenture) to a rating below investment grade within a certain period of time following aChange of Control or public notice of the occurrence of a Change of Control, we must offer to repurchase such series at a price equal to 101% of the principalamount of such series, plus accrued and unpaid interest thereon to the repurchase date.

We intend to use the net proceeds from the offering of the Notes to fund discretionary contributions to our defined benefit plans.

The foregoing descriptions of the Underwriting Agreement, the Notes, the Base Indenture and the Supplemental Indenture are summaries only and arequalified in their entirety by reference to the full text of such documents. The forms of the Notes issued pursuant to the Indenture are filed herewith as Exhibits 4.2and 4.3, and the terms and conditions thereof are incorporated by reference herein. The forms of the Notes are also filed with reference to, and are herebyincorporated by reference into, the Registration Statement.

The agreements included as exhibits to this Current Report on Form 8-K are included to provide information regarding their terms and are not intended toprovide any other factual or disclosure information about Delta or the other parties to the agreements. The agreements may contain representations and warrantiesby each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicableagreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statementsprove to be inaccurate;

• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, whichdisclosures would not necessarily be reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to morerecent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additionalinformation about Delta may be found elsewhere in this Current Report on Form 8-K and our other public filings, which are available without charge through theCommission’s website at http://www.sec.gov.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference, insofar as it relates to the creation of a directfinancial obligation.

Item 8.01 Other Events.

In connection with the offering of the Notes, we are filing the legal opinions relating to the offering as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K, which legal opinions are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 1.1

Underwriting Agreement, dated March 9, 2017, by and among Delta Air Lines, Inc., as issuer, and Barclays Capital Inc.,Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the severalunderwriters named therein

Exhibit 4.1

First Supplemental Indenture, dated as of March 14, 2017, between Delta Air Lines, Inc. and U.S. Bank National Association,as Trustee

Exhibit 4.2 Form of Delta Air Lines, Inc. 2.875% Notes due 2020Exhibit 4.3 Form of Delta Air Lines, Inc. 3.625% Notes due 2022Exhibit 5.1 Opinion of Kilpatrick Townsend & Stockton LLPExhibit 5.2 Opinion of Alan T. Rosselot, Esq., Assistant General Counsel of Delta Air Lines, Inc.Exhibit 23.1 Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.1)Exhibit 23.2 Consent of Alan T. Rosselot, Esq., Assistant General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.2)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized.

DELTA AIR LINES, INC.

By: /s/ Paul A. Jacobson

Paul A. JacobsonExecutive Vice President andChief Financial Officer

Date: March 14, 2017

EXHIBIT INDEX Exhibit Number Description 1.1

Underwriting Agreement, dated March 9, 2017, by and among Delta Air Lines, Inc., as issuer, and Barclays Capital Inc., Goldman, Sachs &Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein

4.1 First Supplemental Indenture, dated as of March 14, 2017, between Delta Air Lines, Inc. and U.S. Bank National Association, as Trustee 4.2 Form of Delta Air Lines, Inc. 2.875% Notes due 2020 4.3 Form of Delta Air Lines, Inc. 3.625% Notes due 2022 5.1 Opinion of Kilpatrick Townsend & Stockton LLP 5.2 Opinion of Alan T. Rosselot, Esq., Assistant General Counsel of Delta Air Lines, Inc.23.1 Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.1)23.2 Consent of Alan T. Rosselot, Esq., Assistant General Counsel of Delta Air Lines, Inc. (included in Exhibit 5.2)

Exhibit 1.1

EXECUTION VERSION

$2,000,000,000

DELTA AIR LINES, INC.

2.875% Notes due 2020

3.625% Notes due 2022

Underwriting Agreement

March 9, 2017

J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Barclays Capital Inc.745 Seventh AvenueNew York, New York 10019

Goldman, Sachs & Co.200 West StreetNew York, New York 10282

Morgan Stanley & Co. LLC1585 BroadwayNew York, New York 10036

As Representatives of theseveral Underwriters listedin Schedule 1 hereto

c/o J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Ladies and Gentlemen:

Delta Air Lines, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters ”), for whom you are acting as representatives (the “ Representatives ”), $1,000,000,000 principal amount of its 2.875% Notes due 2020 (the “ 2020Notes ”) and $1,000,000,000 principal amount of its 3.625% Notes due 2022 (the “ 2022 Notes ” and, together with the 2020 Notes, the “ Securities ”). TheSecurities will be issued pursuant to an Indenture to be dated as of March 6, 2017 (the “ Base Indenture ”), among the Company, and U.S. Bank NationalAssociation, as trustee (the “ Trustee ”), as amended by a Supplemental Indenture to be dated as of March 14, 2017 (the “ Supplemental Indenture ” and, togetherwith the Base Indenture, the “ Indenture ”).

Table of Contents Page

1. Registration Statement 1

2. Purchase and Sale of the Securities 1

3. Representations and Warranties of the Company 2

4. Further Agreements of the Company 8

5. Certain Agreements of the Underwriters 11

6. Conditions of Underwriters’ Obligations 11

7. Indemnification and Contribution 13

8. Effectiveness of Agreement 16

9. Termination 16

10. Defaulting Underwriter 16

11. Payment of Expenses 17

12. Persons Entitled to Benefit of Agreement 17

13. Survival 18

14. Certain Defined Terms 18

15. Compliance with USA Patriot Act 18

16. Miscellaneous 18

ANNEX Annex A — Time of Sale InformationAnnex B — Form of Pricing Term SheetAnnex C — Form of Opinion of Counsel for the CompanyAnnex D — Form of Certificate for Chief Financial Officer of the CompanyAnnex E — Form of Opinion of Assistant General Counsel of the Company

(i)

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) under the SecuritiesAct of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act ”), a registration statement on Form S-3(File No. 333-216463), including a prospectus, relating to the Securities.

At or prior to 5:09 p.m., New York City time, on March 9, 2017, the time when sales of the Securities were first made (the “ Time of Sale ”), the Companyhad prepared the following information (collectively, the “ Time of Sale Information ”): a Preliminary Prospectus (as defined below) dated March 9, 2017, and each“ free-writing prospectus ” (as defined pursuant to Rule 405 under the Securities Act) listed under the caption “Time of Sale Information” on Annex A hereto.

2. Purchase and Sale of the Securities . (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this“ Agreement ”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name inSchedule 1 hereto at a price equal to 99.127% of the principal amount of the 2020 Notes and 99.386% of the principal amount of the 2022 Notes, plus, in each case,accrued interest, if any, from March 14, 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities exceptupon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as inthe judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Companyacknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer andsell Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of White & Case LLP at 10:00 A.M., New York City time, on March 14, 2017, or atsuch other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon inwriting. The time and date of such payment and delivery is referred to herein as the “ Closing Date ”.

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to theRepresentatives against delivery to the nominee of The Depository Trust Company (“ DTC ”), for the account of the Underwriters, of one or more global notesrepresenting the 2020 Notes and one or more global notes representing the 2022 Notes (collectively, the “ Global Notes ”), with any transfer taxes payable inconnection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Companywith respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor ora fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company orany other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerningsuch matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the

Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company,the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or suchUnderwriter, as the case may be, and shall not be on behalf of the Company or any other person.

3. Representations and Warranties of the Company . The Company represents and warrants to each Underwriter that:

(a) RegistrationStatementandProspectus. An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, asamended (the “ Securities Act ”) on Form S-3 (File No. 333-216463) in respect of the Securities, containing a Base Prospectus (as defined below), has been filedwith the Securities and Exchange Commission (the “ Commission ”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing under Rule 462(e) under the Securities Act; and no stop order suspending the effectiveness of suchregistration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened bythe Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant toRule 401(g)(2) under the Securities Act has been received by the Company; the base prospectus, dated March 6, 2017, relating to the Securities of the Company tobe offered from time to time pursuant to Rule 415 under the Securities Act included in the Registration Statement (as defined below) is hereinafter called the “ BaseProspectus ”; the various parts of such registration statement as of the Effective Date (as defined below), including all exhibits thereto, but excluding Form T-1(with respect to which the Company makes no representations and warranties, notwithstanding anything in this Agreement to the contrary), and the information, ifany, deemed to be part of such registration statement at the time of the Effective Date, are hereinafter collectively called the “ Registration Statement ”; as usedherein the term “ Effective Date ” means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liabilityunder Section 11 of the Securities Act of the Company and the Underwriters with respect to the offering of the Securities; the Base Prospectus, as amended andsupplemented by the preliminary prospectus supplement, dated March 9, 2017 and filed pursuant to Rule 424(b) under the Securities Act, relating to the Securities,is hereinafter called the “ Preliminary Prospectus ”; the Base Prospectus, as amended and supplemented by the final prospectus supplement relating to theSecurities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof is hereinafter called the “ Prospectus”; any reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include thedocuments incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or thedate of such prospectus; any reference to any amendment or supplement to the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include anypost-effective amendment to the Registration Statement and any documents filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),and incorporated therein, in each case after the date of the Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to theRegistration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act afterthe effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as definedin Rule 433 under the Securities Act relating to the Securities is hereinafter called an “ Issuer Free Writing Prospectus ”.

(b) PreliminaryProspectus. No order preventing or suspending the use of the Preliminary Prospectus or any Issuer Free Writing Prospectus has been issuedby the Commission, and the Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act andthe Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”) and the rules and regulations of the Commission thereunder, and did not contain anuntrue

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statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which theywere made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and inconformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

(c) TimeofSaleInformation. The Time of Sale Information as of the Time of Sale, did not include any untrue statement of a material fact or omit to stateany material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each IssuerFree Writing Prospectus listed under the caption “Issuer Free Writing Prospectus” on Annex A hereto did not, as of the time of issue on its issue date, and, to theextent not amended, modified or superseded, at all subsequent times through the Prospectus Delivery Period (as hereinafter defined) will not conflict with theinformation contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplementedby and taken together with the Time of Sale Information as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that thisrepresentation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity withinformation furnished in writing to the Company by the Underwriters through you expressly for use therein.

(d) ConformtoRequirements.(i) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the RegistrationStatement and the Prospectus will conform, in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder; (ii) the Registration Statement did not and will not, as of the applicable effective date as to each part of the RegistrationStatement and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading; and (iii) the Prospectus did not and will not, as of its date and on the Closing Date, contain an untruestatement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which theywere made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and inconformity with information furnished in writing to the Company by the Underwriters through you expressly for use therein.

(e) IncorporatedDocuments. The documents incorporated by reference in the Preliminary Prospectus and the Prospectus and any amendments thereof orsupplements thereto, at the time they were or hereafter are filed with the Commission, complied or will comply, as the case may be, in all material respects with therequirements of the Exchange Act and the rules and regulations thereunder.

(f) FinancialStatements. The consolidated financial statements incorporated by reference in the Time of Sale Information and the Prospectus and anyamendments thereof or supplements thereto present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of thedates indicated and the consolidated results of their operations and cash flows for the periods specified and have been prepared in conformity with generallyaccepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved, except as indicated therein, and the supporting schedulesincorporated by reference in the Time of Sale Information and the Prospectus present fairly the information required to be stated therein.

(g) NoMaterialAdverseChange. Since the date as of which information is given in the Time of Sale Information and the Prospectus, there has been nomaterial adverse change in, or any development known to the Company which would have a material adverse effect on, the consolidated

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financial condition or operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business(a “ Material Adverse Effect ”), except as set forth or contemplated in the Time of Sale Information and the Prospectus.

(h) Well-KnownSeasonedIssuer. The Company is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act) and is not an“ineligible issuer” pursuant to Rule 405 under the Securities Act, in each case within the time periods set forth in Rule 164(h) of the Securities Act andparagraph (2) of the definition of well-known seasoned issuer under Rule 405 of the Securities Act.

(i) OrganizationandGoodStanding. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws ofthe State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as it is now being conducted except where thefailure to have such power or authority would not individually or in the aggregate have a Material Adverse Effect.

(j) CertifiedU.S.AirCarrier. The Company (i) is an “air carrier” within the meaning of 49 U.S.C. Section 40102(a), (ii) holds an air carrier operatingcertificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying 10 or moreindividuals or 6,000 pounds or more of cargo, (iii) is a “citizen of the United States” as defined in 49 U.S.C. Section 40102 and (iv) is duly qualified as a foreigncorporation for the transaction of business and in good standing under the laws of each jurisdiction (other than the State of Delaware) in which the Company hasintrastate routes, or has a principal office or major overhaul facility and where the failure to so qualify would have a Material Adverse Effect; and each materialsubsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation.

(k) Capitalization. The Company has the capitalization as set forth in each of the Registration Statement, the Time of Sale Information and the Prospectusunder the heading “Capitalization”; and all the outstanding shares of capital stock or other equity interests of each subsidiary of the Company have been duly andvalidly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) and are owneddirectly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of anythird party.

(l) DueAuthorization.This Agreement, the Securities and the Indenture to which the Company is, or is to be, a party have each been duly authorized by theCompany. This Agreement and the Securities and the Indenture to which the Company is, or is to be, a party, have been or will be at or prior to the Closing Date,duly executed and delivered by the Company. This Agreement, the Securities and the Indenture to which the Company is, or is to be, a party, when duly executedand delivered by the Company, assuming that such documents constitute the legal, valid and binding obligations of each other party thereto, constitute or willconstitute the legal, valid and binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similarlaws affecting enforcement of creditors’ rights generally and by general principles of equity. The Agreement, the Securities and the Indenture will conform in allmaterial respects to the descriptions thereof in the Time of Sale Information and the Prospectus and any amendments thereof or supplements thereto, to the extentdescribed therein. The Indenture will conform in all material respects to the requirements of the Trust Indenture Act

(m) TheSecurities. The Securities when duly executed and delivered by the Company and when duly authenticated by the Trustee in accordance with theterms of the Indenture, will be duly issued under the Indenture and will constitute the legal, valid and binding obligations of the Company, except as may be limitedby bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles ofequity; and, as so limited, the holders thereof will be entitled to the benefits of the Indenture.

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(n) DescriptionsofLaws. The statements set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the headings“Certain U.S. Federal Income Tax Consequences”, and “Underwriting”, insofar as such statements purport to summarize the laws and legal matter referred totherein, constitute accurate summaries thereof in all material respects.

(o) NoViolationorDefault. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents;(ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of anyterm, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any ofits subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries issubject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except,in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

(p) NoConflicts. The execution and delivery by the Company of this Agreement, the Securities and the Indenture to which the Company is, or is to be, aparty, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof andthereof do not and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, any indenture,mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company orany of its subsidiaries is bound or by which any of the property or assets of the Company or any of its subsidiaries is subject (except for such conflicts, breaches,violations and defaults as would not have a Material Adverse Effect, and that would not affect the validity of the Securities), nor will such action result in anyviolation of the provisions of the Amended and Restated Certificate of Incorporation or Bylaws of the Company, or any statute or any order, rule or regulation ofany court or governmental agency or body, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and except asdisclosed in the Time of Sale Information and the Prospectus, no consent, approval, authorization, order, registration or qualification of or with any such court orgovernmental agency or body is required for the valid authorization, issuance and delivery of the Securities, the valid authorization, execution, delivery andperformance by the Company of this Agreement and the Indenture to which the Company is, or is to be, a party, or the consummation by the Company of thetransactions contemplated by this Agreement, the Securities and the Indenture to which the Company is, or is to be, a party, except such as are required under theBlue Sky or securities laws of the various states.

(q) LegalProceedings. Other than as set forth in the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pendingto which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, in the reasonablejudgment of the Company, individually or in the aggregate, are likely to have a Material Adverse Effect; and, to the best of the Company’s knowledge, no suchproceedings are threatened or contemplated by governmental authorities or threatened by others.

(r) IndependentAccountants. Ernst & Young LLP, which reported on certain annual consolidated financial statements of the Company incorporated byreference in the Time of Sale Information and the Prospectus, are an independent registered public accounting firm as required by the Securities Act and the rulesand regulations thereunder.

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(s) InvestmentCompanyAct. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereofas described in each of the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an “investment company”within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

(t) LicensesandPermits. Except as described in the Time of Sale Information and the Prospectus, the Company and each material subsidiary possess alllicenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respectivebusinesses, except to the extent that the failure to possess such licenses, certificates, authorizations or permits would not have a Material Adverse Effect; and to theCompany’s knowledge neither the Company nor any Significant Subsidiary (as defined in Registration S-X under the Securities Act) has received any notice ofproceedings relating to the revocation or modification of any such certificate, authorization or permit, with respect to which any unfavorable decision, ruling orfinding would, individually or in the aggregate, result in a Material Adverse Effect.

(u) NoLaborDisputes. Except as otherwise disclosed in the Time of Sale Information and the Prospectus, no labor problem or dispute with the employeesof the Company or any of its subsidiaries, that could reasonably be expected to have a Material Adverse Effect, exists or, to the knowledge of the Company, isthreatened.

(v) CertainEnvironmentalMatters. Except as otherwise disclosed in the Time of Sale Information and the Prospectus, (i) the Company and its subsidiariesare in compliance with any and all applicable foreign, federal, state and local laws, regulations, consent orders and consent decrees, to which the Company or anyof its subsidiaries is a party, relating to the protection of human health (to the extent related to exposure to hazardous or toxic substances or wastes, pollutants orcontaminants, including petroleum products and by-products), the environment or hazardous or toxic substances or wastes, pollutants or contaminants, includingpetroleum products (collectively, “Environmental Laws”); (ii) the Company and its subsidiaries have and are in compliance with all permits, licenses or otherapprovals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) the Company and its subsidiaries have notreceived notice of, or assumed via contract or, to the Company’s knowledge, operation of law, any actual or potential liability for the investigation or remediationof any exposure to, or disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, including petroleum products, and (iv) withrespect to the Trainer refinery located in the boroughs of Marcus Hook and Trainer, Pennsylvania (the “Trainer Refinery”) by our wholly-owned subsidiary,Monroe Energy, LLC (“Monroe”), Monroe has been provided, subject to certain limitations, an indemnity regarding certain known and unknown environmentalconditions, at, on, under or emanating from, or relating to the Trainer Refinery, except regarding each of the foregoing clauses (i) through (iv), as would not,individually or in the aggregate, result in a Material Adverse Effect.

(w) DisclosureControls. The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act)that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to provide reasonable assurance that materialinformation relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by otherswithin those entities; and such disclosure controls and procedures are effective.

(x) AccountingControls. The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonableassurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance withmanagement’s general

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or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is takenwith respect to any differences. Except as described in the Time of Sale Information and the Prospectus, since the end of the Company’s most recent audited fiscalyear, there has been (1) no material weakness identified by management or by the Company’s auditors and communicated to management in the Company’sinternal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that hasmaterially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(y) Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, includingbusiness interruption insurance, which insurance is in amounts and insures against such losses and risks (x) as are adequate to protect the Company and itssubsidiaries and their respective businesses and (y) as is customary for major U.S. airlines operating similar flight equipment over similar routes; and neither theCompany nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required ornecessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and whensuch coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(z) NoUnlawfulPayments. Neither the Company nor any of its subsidiaries or affiliates, nor to the Company’s knowledge after due inquiry, any director,officer, employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer,payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any“government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, orany person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influenceofficial action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted their businesses in material compliance withapplicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliancewith such laws and with the representation and warranty contained herein.

(aa) CompliancewithAnti-MoneyLaunderingLaws. The operations of the Company and its subsidiaries are and have been conducted at all times inmaterial compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Actof 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules andregulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving theCompany or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(bb) NoConflictswithSanctionsLaws. (i) Neither the Company nor any of its subsidiaries, nor, to the Company’s knowledge, any director, officer,employee, agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“ Person ”) that is, or is owned or controlled by aPerson that is:

(1) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United

Nations Security Council (“ UNSC ”), the European Union (“ EU ”), Her Majesty’s Treasury (“ HMT ”), or other relevant sanctions authority(collectively, “ Sanctions ”), nor

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(2) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea,Sudan and Syria).

(ii) The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,joint venture partner or other Person:

(1) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is thesubject of Sanctions, except to the extent licensed by OFAC or otherwise authorized under applicable law; or

(2) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether asunderwriter, advisor, investor or otherwise).

(cc) NoRestrictionsonSubsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrumentto which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similarownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’sproperties or assets to the Company or any other subsidiary of the Company.

(dd) NoBroker’sFees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other thanthis Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment inconnection with the offering and sale of the Securities.

(ee) NoRegistrationRights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the SecuritiesAct by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

(ff) NoStabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in anystabilization or manipulation of the price of the Securities.

(gg) MarginRules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in eachof the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal ReserveSystem or any other regulation of such Board of Governors.

(hh) StatisticalandMarketData. Any statistical and market-related data included in the Time of Sale Information and the Prospectus are based on orderived from sources that the Company believes to be reliable and accurate in all material respects, and the Company has obtained the written consent to the use ofsuch data from such sources where required.

4. Further Agreements of the Company . The Company covenants and agrees with each Underwriter that:

(a) RequiredFilings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A,430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Pricing Term Sheet referred to in Annex B hereto) to the extentrequired by Rule 433 under the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to befiled by the Company with

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the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of aprospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free WritingProspectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day nextsucceeding the date of this Agreement in such quantities as the Representatives may reasonably request.

(b) DeliveryofCopies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originallyfiled and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to eachUnderwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consentsfiled therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplementsthereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein,the term “ Prospectus Delivery Period ” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for theUnderwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) inconnection with sales of the Securities by any Underwriter or dealer.

(c) AmendmentsorSupplements;IssuerFreeWritingProspectuses. Before making, preparing, using, authorizing, approving, referring to or filing anyIssuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether before or after the timethat the Registration Statement becomes effective the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed IssuerFree Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free WritingProspectus or file any such proposed amendment or supplement to which the Representatives reasonably object.

(d) NoticetotheRepresentatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the RegistrationStatement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to theProspectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iv) of any request by the Commission for any amendment tothe Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the RegistrationStatement or any other request by the Commission for any additional information; (v) of the issuance by the Commission or any other governmental or regulatoryauthority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, theProspectus, any Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant toSection 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, any of the Time ofSale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state amaterial fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or anysuch Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission tothe use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by theCompany of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening ofany proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of theRegistration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information, Issuer Free Writing Prospectus or theProspectus, or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

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(e) TimeofSaleInformation. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Time ofSale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order tomake the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement the Timeof Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments orsupplements to the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so thatthe statements in any of the Time of Sale Information as so amended or supplemented (including such documents to be incorporated by reference therein) will not,in the light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

(f) OngoingCompliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus asthen amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statementstherein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement theProspectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file withthe Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus (orany document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amendedor supplemented including such documents to be incorporated by reference therein will not, in the light of the circumstances existing when the Prospectus isdelivered to a purchaser, be misleading or so that the Prospectus will comply with law .

(g) BlueSkyCompliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as theRepresentatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that theCompany shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwisebe required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it isnot otherwise so subject.

(h) EarningStatement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earningstatement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at leasttwelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(i) ClearMarket. During the period from the date hereof through and including the Closing Date, the Company will not, without the prior written consent ofthe Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company and having a tenor of more thanone year.

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(j) UseofProceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement, the Time ofSale Information and the Prospectus under the heading “Use of proceeds”.

(k) DTC. The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through DTC.

(l) NoStabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in anystabilization or manipulation of the price of the Securities.

(m) RecordRetention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectusthat is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “ free writing prospectus ”, as defined in Rule 405 underthe Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into theRegistration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter,would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed onAnnex A or prepared pursuant to Section 3(a) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by suchUnderwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “ Underwriter Free WritingProspectus ”). Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company.

(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company ifany such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters ’ Obligations . The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject tothe performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) RegistrationCompliance;NoStopOrder. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding forsuch purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; theProspectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer FreeWriting Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commissionfor additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) RepresentationsandWarranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and onand as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true andcorrect on and as of the Closing Date.

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(c) NoDowngrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall haveoccurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any“nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shallhave publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debtsecurities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possibleupgrading).

(d) NoMaterialAdverseChange. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event orcondition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding anyamendment or supplement thereto) the effect of which in the reasonable judgment of the Representatives makes it impracticable or inadvisable to proceed with theoffering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officer’sCertificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who hasspecific knowledge of the Company’s financial matters and is satisfactory to the Representatives (i) confirming that such officer has carefully reviewed theRegistration Statement, the Time of Sale Information and the Prospectus and, to the knowledge of such officer, the representations set forth in Section 3(c) and 3(a)hereof are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and correct and that theCompany has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) tothe effect set forth in paragraphs (a) , (c) and (d) above; provided, however, such officer need not certify as to the judgment of the Representatives with respect toparagraph ( d ) above; and provided, further, such certification shall be made solely in such officer’s capacity as an officer of the Company and not as an individual.

(f) ComfortLetters. (i) On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representatives, at therequest of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory tothe Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to thefinancial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Informationand the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date; and(ii) on the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representatives a certificate, addressed to the Representatives,of Paul Jacobson, Executive Vice President and Chief Financial Officer of the Company, with respect to certain financial data contained in the RegistrationStatement, the Time of Sale Information and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonablysatisfactory to the Representatives, to the effect set forth in Annex D hereto.

(g) OpinionoftheAssistantGeneralCounseloftheCompany. Alan T. Rosselot, Assistant General Counsel of the Company, shall have furnished to theRepresentatives and addressed to the Underwriters, an opinion and a separate negative assurance letter, each dated as of the Closing Date, to the effect set forth inAnnex E hereto.

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(h) Opinionand10b-5StatementofCounselfortheCompany. Kilpatrick Townsend & Stockton LLP, counsel for the Company, shall have furnished to theRepresentatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form andsubstance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.

(i) Opinionand10b-5StatementofCounselfortheUnderwriters. The Representatives shall have received on and as of the Closing Date an opinion and10b-5 statement, addressed to the Underwriters, of White & Case LLP, counsel for the Underwriters, with respect to such matters as the Representatives mayreasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon suchmatters.

(j) NoLegalImpedimenttoIssuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued byany federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and noinjunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

(k) GoodStanding. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and itssubsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, ineach case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

(l) DTC. The Securities shall be eligible for clearance and settlement through DTC.

(m) IndentureandSecurities. The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company and the Trustee, andthe Securities shall have been duly executed and delivered by a duly authorized officer of the Company and duly authenticated by the Trustee.

(n) AdditionalDocuments. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documentsas the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisionshereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution

(a) IndemnificationoftheUnderwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers, as wellas any affiliate’s officers and directors, and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expensesincurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or arebased upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or allegedomission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untruestatement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectusor any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages

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or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity withany information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, itbeing understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the second andthird sentences of the third paragraph, the third sentence of the seventh paragraph, the eighth paragraph and the second and third sentences of the tenth paragraphunder the caption “Underwriting.”

(b) IndemnificationoftheCompany. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors andofficers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the sameextent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, anyuntrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriterfurnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or anyamendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only suchinformation consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the second and third sentences of the third paragraph, the thirdsentence of the seventh paragraph, the eighth paragraph and the second and third sentences of the tenth paragraph under the caption “Underwriting.”

(c) NoticeandProcedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought orasserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “ IndemnifiedPerson ”) shall promptly notify the person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided that the failure tonotify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has beenmaterially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the IndemnifyingPerson shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shallbe brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counselreasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) torepresent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in suchproceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to suchproceeding, as incurred upon receipt by the Indemnifying Person of an invoice therefor. In any such proceeding, any Indemnified Person shall have the right toretain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and theIndemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonablysatisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that aredifferent from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties)include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual orpotential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or relatedproceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons,and that all such fees and expenses shall be paid or reimbursed as they are incurred upon receipt by the Indemnifying Person of an invoice

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therefor. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writingby J.P. Morgan Securities LLC and any such separate firm for the Company, its directors and officers and any control persons of the Company shall be designatedin writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled withsuch consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss orliability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that anIndemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liablefor any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the IndemnifyingPerson of such request; (ii) the Indemnifying Person shall have received notice of the terms of such settlement at least 20 days prior to such settlement beingentered into; and (iii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of suchsettlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding inrespect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unlesssuch settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, fromall liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure toact by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of anylosses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Personthereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportionas is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred toin clause (i) but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions thatresulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on theone hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received bythe Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in eachcase as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one handand the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or theomission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) LimitationonLiability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 weredetermined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not takeaccount of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims,damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or otherexpenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7 , in no event shall anUnderwriter be required to

15

contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to theoffering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to thisSection 7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-ExclusiveRemedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise beavailable to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement . This Agreement shall become effective as of the date first written above.

9. Termination . This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution anddelivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York StockExchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in anyover-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or(iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside theUnited States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale ordelivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

10. Defaulting Underwriter . (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchasehereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on theterms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchaseof such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaultingUnderwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, eitherthe non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinionof counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or inany other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of SaleInformation and the Prospectus that effects any such changes. As used in this Agreement, the term “ Underwriter ” includes, for all purposes of this Agreementunless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10 , purchases Securities that a defaultingUnderwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaultingUnderwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceedone-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchasethe principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount ofSecurities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements havenot been made.

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(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaultingUnderwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceedsone-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then thisAgreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall bewithout liability on the part of the Company, except that the Company will continue to be liable for the payment of its expenses as set forth in Section 11 hereofand except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter fordamages caused by its default.

11. Payment of Expenses . (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, theCompany agrees to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costsincident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to thepreparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time ofSale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing anddistributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expensesincurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions asthe Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel forthe Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (includingrelated fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of theoffering by, the Financial Industry Regulatory Authority, and the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by theCompany in connection with any “road show” presentation to potential investors.

(b) If (i) this Agreement is terminated pursuant to Section 9 , (ii) the Company for any reason fails to tender the Securities for delivery to the Underwritersor (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement other than Section 10 , the Company agrees to reimbursethe Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel upon the receipt by the Company of aninvoice therefor) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respectivesuccessors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter (and the directors and officers of suchaffiliates) referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedyor claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be asuccessor merely by reason of such purchase.

17

13. Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters containedin this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survivethe delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation madeby or on behalf of the Company or the Underwriters.

14. Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “ affiliate ” has the meaning set forthin Rule 405 under the Securities Act; (b) the term “ business day ” means any day other than a day on which banks are permitted or required to be closed in NewYork City; and (c) the term “ subsidiary ” has the meaning set forth in Rule 405 under the Securities Act.

15. Compliance with USA Patriot Act . In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which informationmay include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respectiveclients.

16. Miscellaneous .

(a) AuthorityoftheRepresentatives. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Underwriters,and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted andconfirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383Madison Avenue, New York, New York 10179 (fax: 212-834-6081); Attention: Investment Grade Syndicate Desk. Notices to the Company shall be given to it atDelta Air Lines, Inc., Dept. 856, 1030 Delta Boulevard, P.O. Box 20574, Atlanta, GA 30320-2574, (fax: 404-715-4862); Attention: Treasurer.

(c) GoverningLaw. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed inaccordance with the laws of the State of New York.

(d) SubmissiontoJurisdiction. The Company hereby submits to the nonexclusive jurisdiction of the U.S. federal and New York state courts in the Boroughof Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Companywaives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that finaljudgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to thejurisdiction of which Company is subject by a suit upon such judgment.

(e) WaiverofJuryTrial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to thisAgreement.

(f) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication),each of which shall be an original and all of which together shall constitute one and the same instrument.

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(g) AmendmentsorWaivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall inany event be effective unless the same shall be in writing and signed by the parties hereto.

(h) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning orinterpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours, DELTA AIR LINES, INC.

By: /s/ Kenneth W. Morge IIName: Kenneth W. Morge IITitle: Vice President & Treasurer

Accepted: As of the date first written above

For itself and on behalf of theseveral Underwriters listedin Schedule 1 hereto.

J.P. MORGAN SECURITIES LLC

By: /s/ Stephen L. SheinerName: Stephen L. SheinerTitle: Executive Director

BARCLAYS CAPITAL INC.

By: /s/ Ken ChangName: Ken ChangTitle: Managing Director

GOLDMAN, SACHS & CO.

By: /s/ Adam GreeneName: Adam GreeneTitle: Vice President

MORGAN STANLEY & CO. LLC

By: /s/ Yurij SlyzName: Yurij SlyzTitle: Executive Director

SCHEDULE 1 Underwriter

Principal Amount of 2020Notes

Principal Amount of 2022Notes

J.P. Morgan Securities LLC $ 162,500,000 $ 162,500,000 Barclays Capital Inc. $ 162,500,000 $ 162,500,000 Goldman, Sachs & Co. $ 162,500,000 $ 162,500,000 Morgan Stanley & Co. LLC $ 162,500,000 $ 162,500,000 Merrill Lynch, Pierce, Fenner & Smith

Incorporated $ 33,334,000 $ 33,334,000 Citigroup Global Markets Inc. $ 33,334,000 $ 33,334,000 Credit Agricole Securities (USA) Inc. $ 33,333,000 $ 33,333,000 Credit Suisse Securities (USA) LLC $ 33,333,000 $ 33,333,000 Deutsche Bank Securities Inc. $ 33,333,000 $ 33,333,000 U.S. Bancorp Investments, Inc. $ 33,333,000 $ 33,333,000 BNP Paribas Securities Corp. $ 25,000,000 $ 25,000,000 Guzman & Company $ 25,000,000 $ 25,000,000 Natixis Securities Americas LLC $ 25,000,000 $ 25,000,000 The Williams Capital Group, L.P. $ 25,000,000 $ 25,000,000 UBS Securities LLC $ 25,000,000 $ 25,000,000 Wells Fargo Securities, LLC $ 25,000,000 $ 25,000,000

Total $ 1,000,000,000 $ 1,000,000,000

Sch 1-1

ANNEX A

Time of Sale Information

• Pricing Term Sheet, dated March 9, 2017, substantially in the form of Annex B.

Issuer Free Writing Prospectus

• Delta Fixed Income Investor Presentation dated March 2017.

A-1

ANNEX B

Issuer Free Writing Prospectus filed pursuant to Rule 433Registration Statement No. 333-216463

Pricing Term SheetDated March 9, 2017

DELTA AIR LINES, INC .

2.875% Notes Due 2020 Issuer: Delta Air Lines, Inc.Size: $1,000,000,000Maturity Date: March 13, 2020Coupon: 2.875%Price: 99.727% of face amountYield to Maturity: 2.971%Spread to Benchmark Treasury: +130 basis pointsBenchmark Treasury: 1.375% UST due February 15, 2020Benchmark Treasury Price and Yield: 99-05; 1.671%Interest Payment Dates: March 13 and September 13, commencing September 13, 2017Optional Redemption:

The Notes will be redeemable, in whole or in part, at a redemption priceequal to the greater of (i) 100% of the principal amount of the Notes to beredeemed and (ii) the sum of the present values of the remaining scheduledpayments of principal and interest on the Notes to be redeemed (exclusive ofinterest accrued to the redemption date) discounted to the redemption dateon a semi-annual basis (assuming a 360-day year consisting of twelve30-day months) at the Treasury Rate plus 20 basis points, plus, in each case,accrued and unpaid interest on the principal amount of the Notes to beredeemed to the date of redemption.

Settlement Date: T+3; March 14, 2017CUSIP: 247361 ZK7ISIN: US247361ZK72Ratings (Moody’s / S&P / Fitch)*: Baa3 (Stable) / BB+ (Positive) / BBB- (Stable)Minimum Denomination $2,000 and integral multiples of $1,000 in excess thereof.Concurrent Debt Offering: The Issuer is also offering $1,000,000,000 of its 3.625% Notes due 2022.Joint Book-Running Managers:

Barclays Capital Inc.Goldman, Sachs & Co.J.P. Morgan Securities LLCMorgan Stanley & Co. LLCCitigroup Global Markets Inc.Credit Agricole Securities (USA) Inc.

B-1

Credit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Merrill Lynch, Pierce, Fenner & Smith IncorporatedU.S. Bancorp Investments, Inc.

Co-Managers:

BNP Paribas Securities Corp.Guzman & CompanyNatixis Securities Americas LLCThe Williams Capital Group, L.P.UBS Securities LLCWells Fargo Securities, LLC

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer has filed a registration statement (including a base prospectus and preliminary prospectus supplement) with the SEC for the offering to whichthis communication relates. Before you invest, you should read the base prospectus and preliminary prospectus supplement in that registration statementand other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents forfree by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering willarrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (888) 603-5847, Goldman, Sachs & Co. at (866) 471-2526, J.P.Morgan at (212) 834-4533 or Morgan Stanley & Co. LLC at (866) 718-1649.

B-2

DELTA AIR LINES, INC .

3.625% Notes Due 2022 Issuer: Delta Air Lines, Inc.Size: $1,000,000,000Maturity Date: March 15, 2022Coupon: 3.625%Price: 99.986% of face amountYield to Maturity: 3.628%Spread to Benchmark Treasury: +150 basis pointsBenchmark Treasury: 1.875% UST due February 28, 2022Benchmark Treasury Price and Yield: 98-26; 2.128%Interest Payment Dates: March 15 and September 15, commencing September 15, 2017Optional Redemption

At any time prior to February 15, 2022 (one month prior to the maturitydate) the Notes will be redeemable, in whole or in part, at a redemption priceequal to the greater of (i) 100% of the principal amount of the Notes to beredeemed and (ii) the sum of the present values of the remaining scheduledpayments of principal and interest on the Notes to be redeemed that wouldhave been made if such Notes matured on February 15, 2022 (exclusive ofinterest accrued to the redemption date) discounted to the redemption dateon a semi-annual basis (assuming a 360-day year consisting of twelve30-day months) at the Treasury Rate plus 25 basis points, plus, in eithercase, accrued and unpaid interest on the principal amount of the Notes to beredeemed to the date of redemption.

At any time on or after February 15, 2022 the Notes will be redeemable, inwhole or in part, at a redemption price of 100% of the principal amount ofthe Notes to be redeemed, plus accrued and unpaid interest thereon to dateof redemption.

Settlement Date: T+3; March 14, 2017CUSIP: 247361 ZJ0ISIN: US247361ZJ00Ratings (Moody’s / S&P / Fitch)*: Baa3 (Stable) / BB+ (Positive) / BBB- (Stable)Minimum Denomination: $2,000 and integral multiples of $1,000 in excess thereof.Concurrent Debt Offering: The Issuer is also offering $1,000,000,000 of its 2.875% Notes due 2020.Joint Book-Running Managers:

Barclays Capital Inc.Goldman, Sachs & Co.J.P. Morgan Securities LLCMorgan Stanley & Co. LLCCitigroup Global Markets Inc.

B-3

Credit Agricole Securities (USA) Inc.Credit Suisse Securities (USA) LLCDeutsche Bank Securities Inc.Merrill Lynch, Pierce, Fenner & Smith IncorporatedU.S. Bancorp Investments, Inc.

Co-Managers:

BNP Paribas Securities Corp.Guzman & CompanyNatixis Securities Americas LLCThe Williams Capital Group, L.P.UBS Securities LLCWells Fargo Securities, LLC

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer has filed a registration statement (including a base prospectus and preliminary prospectus supplement) with the SEC for the offering to whichthis communication relates. Before you invest, you should read the base prospectus and preliminary prospectus supplement in that registration statementand other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents forfree by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering willarrange to send you the prospectus if you request it by calling Barclays Capital Inc. at (888) 603-5847, Goldman, Sachs & Co. at (866) 471-2526, J.P.Morgan at (212) 834-4533 or Morgan Stanley & Co. LLC at (866) 718-1649.

B-4

ANNEX C

Form of Opinion of Counsel for the Company

(1) (a) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with theCommission not earlier than three years prior to the date of the Underwriting Agreement; (b) the Indenture has been qualified under the Trust Indenture Act; (c) thePreliminary Prospectus and the Prospectus were filed with the Commission pursuant Rule 424(b) under the Securities Act; and (d), to the knowledge of suchcounsel, no order suspending the effectiveness of the Registration Statement has been issued and no notice of objection of the Commission to the use of suchregistration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company, and, to theknowledge of such counsel, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or in connection with the offeringis pending or threatened by the Commission.

(2) The Registration Statement and the Prospectus (other than the Statement of Eligibility and Qualification under the Trust Indenture Act on Form T-1 filedas an exhibit to the Registration Statement (the “ Form T-1 ”), the financial statements and related schedules, and other financial data included therein, as to whichsuch counsel need express no opinion) appear on their face to comply as to form in all material respects with the requirements of the Securities Act.

(3) The Indenture has been duly authorized, executed and delivered by the Company and, assuming due execution and delivery thereof by the Trustee,constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms; and the Indenture complies as toform in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that isqualified thereunder.

(4) The Securities have been duly authorized, executed and delivered by the Company and, when duly authenticated as provided in the Indenture and paid foras provided in this Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceableagainst the Company in accordance with their terms, and will be entitled to the benefits of the Indenture.

(5) This Agreement has been duly authorized, executed and delivered by the Company.

(6) No consent, approval, authorization, order, registration or qualification of or with any governmental or regulatory authority or, to the knowledge of suchcounsel, any court or arbitrator, is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance andsale of the Securities and compliance by the Company with the terms thereof and the consummation of the transactions contemplated by the TransactionDocuments, except for the registration of the Securities under the Securities Act, the qualification of the Indenture under the Trust Indenture Act and such consents,approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase anddistribution of the Securities by the Underwriters.

(7) The statements in each of the Time of Sale Information and the Prospectus under the heading “Certain Federal Income Tax Considerations”, to the extentthat they constitute summaries of matters of law or regulation or legal conclusions, fairly summarize the matters described therein in all material respects.

C-1

(8) The descriptions in each of the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Description of Notes” and“Description of the Debt Securities”, respectively, insofar as such statements purport to summarize certain provisions of the Indenture and the Securities, fairlysummarize such provisions in all material respects.

(9) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each ofthe Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an “investment company” or an entity “controlled”by an “investment company” within the meaning of the Investment Company Act.

(10) The documents incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus or any furtheramendment or supplement thereto made by the Company prior to the Closing Date (other than the financial statements and related schedules, and other financialdata included therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be,complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

Such counsel shall also state that they have participated in conferences with representatives of the Company and with representatives of its independentaccountants and counsel at which conferences the contents of the Registration Statement, the Time of Sale Information and the Prospectus and any amendment andsupplement thereto and related matters were discussed and, although such counsel assume no responsibility for the accuracy, completeness or fairness of theRegistration Statement, the Time of Sale Information and such counsel has made no independent check or verification thereof, the Prospectus and any amendmentor supplement thereto (except as expressly provided above), nothing has come to the attention of such counsel to cause such counsel to believe that the RegistrationStatement, at the time of its effective date (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C to be part of the Registration Statementat the time of effectiveness), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to makethe statements therein not misleading, that the Time of Sale Information, at the Time of Sale (which such counsel may assume to be the date of this Agreement),contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances underwhich they were made, not misleading or that the Prospectus or any amendment or supplement thereto as of its date and the Closing Date contained or contains anyuntrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances underwhich they were made, not misleading (other than, in each case, the Form T-1 filed as an exhibit to the Registration Statement and the financial statements, andrelated schedules, and other financial information contained or incorporated by reference therein, as to which such counsel need express no belief).

In rendering such opinion, such counsel may rely as to matters of fact on certificates of responsible officers of the Company and public officials that arefurnished to the Underwriters.

The opinion of Kilpatrick Townsend & Stockton LLP described above shall be rendered to the Underwriters at the request of the Company and shall so statetherein

C-2

ANNEX D

Officer’s Certificate with Respect to Certain Information in the Registration Statement and Prospectus

I, Paul A. Jacobson, Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc., a Delaware corporation (the “ Company ”), DO HEREBYCERTIFY, solely in my representative capacity on behalf of the Company and not in my personal capacity, that:

1. I have read certain information included or incorporated by reference in the registration statement on Form S-3 (File No. 333-216463) (the “Registration Statement ”), including the base prospectus dated March 6, 2017 (the “ Base Prospectus ”), the preliminary prospectus supplement datedMarch 9, 2017 (the “ Preliminary Prospectus Supplement ”) and the pricing term sheet dated March 9, 2017 (the “ Time of Sale Information ”) relatedto the offering of 2.875% Notes due 2020 and 3.625% Notes due 2022 of the Company (the Registration Statement, the Base Prospectus, thePreliminary Prospectus Supplement and the Time of Sale Information, collectively, the “ Registration Statement ”; the Base Prospectus, assupplemented by the Preliminary Prospectus Supplement and the Time of Sale Information, the “ Prospectus ”) which information is circled on thepages from the Registration Statement (including documents incorporated therein) attached hereto as Exhibit A;

2. I or Company personnel under my supervision have performed with respect to the information specified in Exhibit A certain procedures to confirm theaccuracy of such information;

3. To the best of my knowledge, the information specified in Exhibit A was correct in all material respects as of the date of the Prospectus and is correctin all material respects as of the date hereof.

IN WITNESS WHEREOF, I have executed this Certificate this day of March, 2017. By: Name: Paul A. JacobsonTitle: Executive Vice President and Chief Financial Officer

D-1

ANNEX E

[DELTA INTERNAL COUNSEL UNDERWRITING AGREEMENT OPINION]

[DELTA LETTERHEAD]

[Month Day], 2017

To Each of the Addressees Listed onSchedule A Attached Hereto:

Re: Delta Air Lines, Inc., 2.875% Notes Due 2020 and 3.625% Notes Due 2022

Ladies and Gentlemen:

I am Assistant General Counsel of Delta Air Lines, Inc., a Delaware corporation (the “ Company ”), and have acted as such in connection with the issuanceby the Company of (i) 2.875% Notes due 2020 (the “ 2020 Notes ”) and (ii) 3.625% Notes due 2022 (the “ 2022 Notes ” and, together with the 2020 Notes, the “Securities ”) and in connection with the preparation, execution and delivery of the Underwriting Agreement, dated March 9, 2017 (the “ Underwriting Agreement”), between the Company and J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of theseveral underwriters, and the other underwriters named therein (collectively, the “ Underwriters ”). I have also acted as such in connection with the preparation,execution and delivery of the indenture dated March 6, 2017, to which the Company and U.S. Bank National Association, as trustee, is, or is to be, a party (the “Base Indenture ”), as amended by a Supplemental Indenture to be dated as of March 14, 2017 (the “ Supplemental Indenture ” and, together with the BaseIndenture, the “ Indenture ”). I am rendering this opinion pursuant to Section 6(g) of the Underwriting Agreement. Capitalized terms used but not defined hereinshall have the meanings ascribed to them in the Underwriting Agreement.

As used herein, the following terms have the following meanings: The term “ Registration Statement ” means the registration statement on Form S-3(Registration No. 333-216463) of the Company filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Act of 1933, asamended (the “ 1933 Act ”), for the registration under the 1933 Act of the offer and sale of the Securities, on the date such registration statement is deemed to beeffective pursuant to Rule 430B under the 1933 Act for purposes of liability under Section 11 of the 1933 Act of the Company and the Underwriters (which, forpurposes hereof, is deemed to be 5:09 p.m. New York City time on March 9, 2017) (the “ Effective Date ”), including the information deemed to be a part of suchregistration statement as of the Effective Date pursuant to Rule 430B under the 1933 Act and the documents incorporated by reference therein. The term “ BaseProspectus ” means the base prospectus relating to the Securities, dated March 6, 2017 filed as part of the Registration Statement. The term “ PreliminaryProspectus Supplement ” means the preliminary prospectus supplement, dated March 9, 2017, relating to the Securities, in the form filed with the SEC pursuant toRule 424(b) under the 1933 Act, including the documents incorporated by reference therein. The term “ Preliminary Prospectus ” means the Base Prospectus, assupplemented by, and together with, the Preliminary Prospectus Supplement, in the forms filed with the SEC pursuant to Rule 424(b) under the 1933 Act, includingthe documents incorporated by reference therein. The term “ Final Prospectus Supplement ” means the final prospectus supplement, dated March [14], 2017,relating to the Securities, in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by reference therein.The term “ Final Prospectus ” means the Base Prospectus, as supplemented by, and together with, the Final Prospectus Supplement, in the forms filed with the SECpursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by reference therein. The term “ Final Term Sheet ” means the final term sheetrelating to the Securities in the form filed with the SEC pursuant to Rule 433 under the 1933 Act on March 9, 2017.

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In so acting, I or other counsel under the general supervision of the Chief Legal Officer of the Company have examined the Registration Statement, the FinalProspectus, the Preliminary Prospectus, the Final Term Sheet, the Underwriting Agreement, the Indenture and the Securities, and have also examined and reliedupon the representations and warranties contained therein or made pursuant thereto as to factual matters, and on certificates of officers of the Company and ofpublic officials as to factual matters, and upon the originals, or copies certified or otherwise identified to my satisfaction, of such records, documents and otherinstruments as in my judgment are necessary or advisable to enable me to render the opinion expressed below. In all such examinations, I have assumed thegenuineness of all signatures (other than those on behalf of the Company), the legal capacity of natural persons, the authenticity of all documents submitted to meas originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies, and as to certificates and telegraphic andtelephonic confirmations given by public officials, I have assumed the same to have been properly given and to be accurate. I have also assumed that all documentsand instruments executed by the parties to this transaction (other than the Company) have been duly and validly executed and delivered by such parties; that theagreements entered into as part of this transaction are the legal, valid and binding obligations of such parties, enforceable against such parties in accordance withtheir terms; and that such parties have obtained all required consents, permits and approvals required to enter into and perform such documents and instruments. Inrendering this opinion, I have consulted with such other attorneys in the legal department of the Company as I have deemed appropriate.

Based on the foregoing and subject to the assumptions and qualifications set forth below, I am of the following opinion:

1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with powerand authority (corporate and other) to own its properties and to conduct its business as it is now being conducted, except where the failure to have such power orauthority would not individually or in the aggregate have a material adverse effect on the consolidated financial condition or operations of the Company and itssubsidiaries, taken as a whole.

2. The Company is an “air carrier” within the meaning of 49 U.S.C. Section 40102(a), as amended, and is in good standing in its jurisdiction of incorporationand has been duly qualified as a foreign corporation for the transaction of business under the laws of each jurisdiction in the United States of America in which ithas intrastate routes or has a principal office or major overhaul facility (other than that of its jurisdiction of incorporation) and where the failure to so qualify wouldhave a material adverse effect on the financial condition or operations of the Company and its subsidiaries, taken as a whole. The Company holds an air carrieroperating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code pursuant to which the Company isauthorized to operate the Aircraft and the Company is a “citizen of the United States” as defined in 49 U.S.C. Section 40102.

3. The Company has authorized capital stock as set forth in the Final Prospectus and all of the issued shares of capital stock of the Company have been dulyand validly authorized and issued and are fully paid and non-assessable.

4. Each material subsidiary of the Company has been duly incorporated or organized and is validly existing as a corporation or limited liability company, asthe case may be, in good standing under the laws of its jurisdiction of incorporation or formation, and all of the issued shares of capital stock or membershipinterests of each such subsidiary are owned directly or indirectly by the Company.

5. The Company has the corporate power and authority under Delaware law to perform its obligations under the Underwriting Agreement, Indenture andSecurities.

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6. Each document filed pursuant to the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and incorporated by reference in the PreliminaryProspectus, together with the information in the Final Term Sheet, or the Final Prospectus (except in each case for the financial statements and related schedulesand other financial data included or incorporated by reference therein, as to which I express no opinion) appeared on its face, as of its respective filing date, tocomply as to form in all material respects with the requirements of the 1934 Act and the rules and regulations thereunder.

7. Each of the Underwriting Agreement, Indenture and Securities has been duly authorized, validly executed and delivered by the Company.

8. The execution and delivery by the Company of the Underwriting Agreement, the Indenture and the Securities, the consummation by the Company of thetransactions therein contemplated and in the manner therein contemplated and compliance by the Company with the terms thereof, do not and will not conflict with,or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or otheragreement or instrument known to me to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or towhich any of the property or assets of the Company or any of its subsidiaries is subject (except for such conflicts, breaches, violations and defaults that would nothave a material adverse effect on the financial condition or operations of the Company and its subsidiaries, taken as a whole, and that would not affect the validityof the Securities), nor will such actions result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Bylaws of theCompany, or any statute or rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of itssubsidiaries or any of their respective properties.

9. No consent, approval, authorization, order, registration (other than the registration of the Securities under the 1933 Act, which has been effected, and theTrustee’s statement of eligibility on Form T-1 filed as an exhibit to the Registration Statement) or qualification of or with any court or governmental agency orbody is required for the valid authorization, issuance, sale and delivery of the Securities, the valid authorization, execution, delivery and performance by theCompany of the Underwriting Agreement and the Indenture to which the Company is, or is to be, a party, or the consummation by the Company of the transactionscontemplated by the Underwriting Agreement and the Indenture, except such as are required under the securities or Blue Sky laws of the various states.

10. I have no reason to believe that the statements in the Preliminary Prospectus, together with the information in the Final Term Sheet, and the FinalProspectus with respect to statutes, administrative orders and regulations and legal and governmental proceedings do not fairly and accurately present in all materialrespects the information required to be set forth therein. I express no opinion as to the matters to be addressed in paragraphs 7 and 8 of the opinion of Kilpatrick,Townsend & Stockton LLP set forth in Annex C of the Underwriting Agreement or with respect to statutes, administrative orders and regulations set forth under theheading “Underwriting” in the Preliminary Prospectus and the Final Prospectus. There are, to the best of my knowledge, no statutes, administrative orders orregulations or legal or governmental proceedings required to be described in the Preliminary Prospectus, together with the information in the Final Term Sheet, andthe Final Prospectus which are not described as required, nor any contracts or documents of a character required to be described in the Final Prospectus that are notso described or filed as required.

11. There are various legal or governmental proceedings pending to which the Company or certain of its subsidiaries is a party or to which property of theCompany or certain of its subsidiaries is subject. Although the ultimate outcome of these proceedings cannot be predicted with certainty, to the best of myknowledge after reasonable investigation, there are no such legal or governmental proceedings pending which, individually or in the aggregate, are likely to have amaterial adverse effect on the consolidated financial condition, results of operations or liquidity of the Company and its subsidiaries, taken as a whole; and to thebest of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

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12. The statements in the Preliminary Prospectus, together with the information in the Final Term Sheet, and the Final Prospectus as to the route systemwhich the Company presently operates or is authorized to operate are correct in all material respects and no authorization of the Company to operate any such routeis the subject of any “show cause” or other order of, or any proceeding before, or any investigation by, the Department of Transportation (other than proceedingsfor the granting or renewal of temporary certificates or exemption rights) which in my opinion is reasonably likely to result in a final order impairing the validity ofsuch certificates or exemption orders.

The foregoing opinions are subject to the qualification that neither I nor other counsel under the general supervision of the Chief Legal Officer of theCompany have independently investigated or verified the accuracy of statistical information contained in the Preliminary Prospectus, the Final Term Sheet and theFinal Prospectus or the documents incorporated by reference therein. I am qualified to practice law in the State of Georgia, and I do not express any opinion hereinconcerning the laws of any jurisdiction other than the laws of the State of Georgia, the General Corporation Law of the State of Delaware and the federal laws ofthe United States of America. Further, I do not express any opinion regarding the securities laws in any jurisdiction (other than with respect to the opinionsexpressed in paragraphs 6 and 10 ) or with respect to the Employee Retirement Income Security Act of 1974, as amended. All references in this opinion to Federallaws are to the Federal laws of the United States.

This opinion letter is limited to the matters stated, and no opinion is implied or may be inferred beyond those opinions expressly stated herein. The opinionsexpressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts, circumstances, events ordevelopments which hereafter may be brought to my attention and which may alter, affect or modify such opinions. The opinions expressed herein are solely forthe benefit of the addressees of this opinion letter, and without my prior written consent may not be relied on in any other context, quoted in whole or in part orotherwise referred to in any legal opinion, document, or other report, or furnished to any other person or entity, except that you may provide a copy of this opinionletter (i) to bank examiners and other regulatory authorities should they request in connection with their normal examinations; (ii) to your and their independentauditors and attorneys; (iii) pursuant to orders or legal process or any court or governmental agency or (iv) in connection with any legal action to which you are aparty arising out of the transactions contemplated by the Underwriting Agreement; provided that, in connection with the transactions contemplated by theUnderwriting Agreement, each of Kilpatrick Townsend & Stockton LLP, U.S. Bank National Association and White & Case LLP may receive a copy of this letterand rely on the opinions set forth herein.

Sincerely,

Alan T. RosselotAssistant General CounselDelta Air Lines, Inc.

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SCHEDULE A

J.P. Morgan Securities LLC

Barclays Capital Inc.

Goldman, Sachs & Co.

Morgan Stanley & Co. LLC

As Representatives of theseveral Underwriters listedin Schedule 1 to the Underwriting Agreement

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[DELTA NEGATIVE ASSURANCE LETTER]

[DELTA LETTERHEAD]

[Month Day], 2017

J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Barclays Capital Inc.745 Seventh AvenueNew York, New York 10019

Goldman, Sachs & Co.200 West StreetNew York, New York 10282

Morgan Stanley & Co. LLC1585 BroadwayNew York, New York 10036

As Representatives of theseveral Underwriters listedin Schedule 1 hereto Re: Delta Air Lines, Inc., 2.875% Notes Due 2020 and 3.625% Notes Due 2022

Ladies and Gentlemen:

I am Assistant General Counsel of Delta Air Lines, Inc., a Delaware corporation (the “ Company ”), and have acted as such in connection with the issuanceand sale today of $1,000,000,000 principal amount of its 2.875% Notes due 2020 (the “ 2020 Notes ”) and $1,000,000,000 principal amount of its 3.625% Notesdue 2022 (the “ 2022 Notes ”, and together with the 2020 Notes the “ Securities ”) to J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman, Sachs & Co.and Morgan Stanley & Co. LLC, as representatives of the several underwriters, and the other underwriters named in Schedule 1 (collectively, the “ Underwriters ”)to the Underwriting Agreement dated March 9, 2017 (the “ Underwriting Agreement ”) between the Company and J.P. Morgan Securities LLC, Barclays CapitalInc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the Underwriters. The Securities will be issued under an indenture, dated as ofMarch 6, 2017, between the Company and U.S. Bank National Association as trustee (the “ Trustee ”). I am delivering this letter to you pursuant to Section 6(g) ofthe Underwriting Agreement.

As used herein, the following terms have the following meanings: The term “ Registration Statement ” means the registration statement on Form S-3 (RegistrationNo. 333-216463) of the Company filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Act of 1933, as amended (the “ 1933Act ”), for the registration under the 1933 Act of the offer and sale of Securities, on the date such registration statement is deemed to be effective pursuant toRule 430B under the 1933 Act for purposes of liability under Section 11 of the 1933 Act of the Company and the Underwriters (which, for purposes hereof, isdeemed to be 5:09 p.m. New York City time on March 9, 2017) (the “ Effective

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Date ”), including the information deemed to be a part of such registration statement as of the Effective Date pursuant to Rule 430B under the 1933 Act and thedocuments incorporated by reference therein. The term “ Base Prospectus ” means the base prospectus of the Company, dated March 6, 2017, filed as part of theRegistration Statement. The term “ Preliminary Prospectus Supplement ” means the preliminary prospectus supplement, dated March 9, 2017, relating to theSecurities, in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by reference therein. The term “Preliminary Prospectus ” means the Base Prospectus, as supplemented by, and together with, the Preliminary Prospectus Supplement, in the forms filed with theSEC pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by reference therein. The term “ Final Prospectus Supplement ” means thefinal prospectus supplement, dated March [14], 2017, relating to the Securities, in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act,including the documents incorporated by reference therein. The term “ Final Prospectus ” means the Base Prospectus, as supplemented by, and together with, theFinal Prospectus Supplement, in the forms filed with the SEC pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by referencetherein. The term “ Time of Sale Information ” means, collectively, the Preliminary Prospectus and the final term sheet relating to the Securities in the form filedwith the SEC pursuant to Rule 433 under the 1933 Act on March 6, 2017. The term “ Underwriter Information ” means all statements or omissions made in theRegistration Statement, the Preliminary Prospectus, the Final Prospectus or the Time of Sale Information in reliance upon and in conformity with informationfurnished in writing to the Company by an Underwriter expressly for use therein as specified in Section 7 of the Underwriting Agreement.

I or other counsel under the general supervision of the Chief Legal Officer of the Company have reviewed and discussed the contents of the RegistrationStatement, the Preliminary Prospectus, the Final Prospectus and the Time of Sale Information (other than the Underwriter Information) with certain officers andemployees of the Company, the Company’s outside counsel and representatives of the Company’s independent accountants. I have not myself checked theaccuracy, completeness or fairness of, or otherwise verified, and am not passing upon and assume no responsibility for the accuracy, completeness or fairness of,the statements contained in the Registration Statement, the Preliminary Prospectus, the Final Prospectus, the Time of Sale Information or the documentsincorporated by reference in any of the foregoing, and have made no independent check or verification thereof.

On the basis of the foregoing, I advise you that no facts have come to my attention that have caused me to believe that ( a) the Registration Statement, as ofthe Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make thestatements therein not misleading, ( b) the Time of Sale Information, as of 5:09 p.m., New York City time, on March 9, 2017, contained any untrue statement of amaterial fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, notmisleading or ( c) the Final Prospectus, as of its date and as of the date and time of the delivery of this letter, contained or contains any untrue statement of amaterial fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they weremade, not misleading; except that in each case, I express no belief as to ( 1) the financial statements, the related notes and schedules, and other financial (includingaccounting) data or information contained in or omitted from the Registration Statement, the Final Prospectus or the Time of Sale Information, ( 2) the Statementof Eligibility of the Trustee on Form T-1 filed as an exhibit to the Registration Statement, or ( 3) or the Underwriter Information.

This letter is solely for your benefit and, without my prior written consent, neither my beliefs nor this letter may be disclosed to or relied upon by any otherperson or entity, except that you may provide a copy of this opinion letter (i) to bank examiners and other regulatory authorities should they request in connectionwith their normal examinations; (ii) to your and their independent auditors and attorneys; (iii) pursuant to orders or legal process or any court or governmentalagency or (iv) in connection with any legal action to which you are a party arising out of the transactions contemplated by the Underwriting

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Agreement. This letter is limited to the matters stated herein and no views are implied or may be inferred beyond the matters expressly stated herein. The beliefsexpressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of facts, circumstances, changes in law or other events ordevelopments that hereafter may occur or be brought to my attention and that may alter, affect or modify the beliefs expressed herein.

Sincerely,

Alan T. RosselotAssistant General CounselDelta Air Lines, Inc.

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Exhibit 4.1

Execution Version

DELTA AIR LINES, INC.

AND

U.S. BANK NATIONAL ASSOCIATION,

Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 14, 2017

to

INDENTURE

Dated as of March 6, 2017

2.875% Notes due 2020

3.625% Notes due 2022

TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS 2

SECTION 1.01. Certain Terms Defined 2

ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE 2020 NOTES 7 SECTION 2.01. Description and Principal Amount 7 SECTION 2.02. Maturity 7 SECTION 2.03. Additional Issues 7 SECTION 2.04. Payment 7 SECTION 2.05. Global Notes 7 SECTION 2.06. Interest 7 SECTION 2.07. Authorized Denominations 8 SECTION 2.08. Redemption 8 SECTION 2.09. Appointment of Agents 8

ARTICLE THREE GENERAL TERMS AND CONDITIONS OF THE 2022 NOTES 8 SECTION 3.01. Description and Principal Amount 8 SECTION 3.02. Maturity 8 SECTION 3.03. Additional Issues 8 SECTION 3.04. Payment 8 SECTION 3.05. Global Notes 8 SECTION 3.06. Interest 8 SECTION 3.07. Authorized Denominations 9 SECTION 3.08. Redemption 9 SECTION 3.09. Appointment of Agents 9

ARTICLE FOUR COVENANTS OF THE COMPANY 9 SECTION 4.01. Limitations on Liens 9

ARTICLE FIVE EVENTS OF DEFAULT 10 SECTION 5.01. Events of Default 10

ARTICLE SIX REDEMPTION AND REPURCHASE OF THE NOTES 11 SECTION 6.01. Optional Redemption by Company 11 SECTION 6.02. No Sinking Fund 12 SECTION 6.03. Offer to Repurchase Upon a Change of Control Triggering Event 12 SECTION 6.04. Payment If Date Fixed for Redemption or Repurchase Is Not a Business Day 13

ARTICLE SEVEN FORMS OF NOTES 14 SECTION 7.01. Form of 2020 Notes 14 SECTION 7.02. Form of 2022 Notes 14

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ARTICLE EIGHT AMENDMENTS, SUPPLEMENTS AND WAIVERS 14 SECTION 8.01. Amendments, Supplements and Waivers 14

ARTICLE NINE MISCELLANEOUS 14 SECTION 9.01. Ratification of Indenture 14 SECTION 9.02. Conflict with Base Indenture 14 SECTION 9.03. Trustee Not Responsible for Recitals 14 SECTION 9.04. Governing Law 14 SECTION 9.05. Separability 15 SECTION 9.06. Counterparts 15

Exhibit A Form of 2020 Note

Exhibit B Form of 2022 Note

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THIS FIRST SUPPLEMENTAL INDENTURE , dated as of March 14, 2017 (the “ First Supplemental Indenture ”), between DELTA AIR LINES,INC. , a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the “ Company ”), and U.S. BANKNATIONAL ASSOCIATION , a national banking association (hereinafter sometimes referred to as the “ Trustee ”).

RECITALS OF THE COMPANY:

WHEREAS , the Company executed and delivered the indenture, dated as of March 6, 2017 (the “ Base Indenture ” and as supplemented by this FirstSupplemental Indenture, the “ Indenture ”), to the Trustee to provide for the issuance of the Company’s unsecured debentures, notes or other evidences ofindebtedness (the “ Securities ”), to be issued in one or more fully registered series;

WHEREAS , pursuant to Section 9.01 of the Base Indenture, the Company desires to provide for the issuance of (i) a new series of its Securities to beknown as its 2.875% Notes due 2020 (the “2020 Notes ”) and (ii) a new series of its Securities to be known as its 3.625% Notes due 2022 (the “2022 Notes ” and,together with the 2020 Notes, the “ Notes ”), and to establish the forms of the 2020 Notes and the 2022 Notes thereof, as in Section 2.01 of the Base Indentureprovided, and to set forth the terms thereof, as in Section 2.03 of the Base Indenture provided;

WHEREAS , the Board of Directors of the Company, pursuant to a resolution duly adopted on February 10, 2017, has duly authorized the issuance of up to$2,500,000,000 of the Company’s securities and the Finance Committee of the Board of Directors, pursuant to a resolution duly adopted on March 3, 2017, hasduly authorized the issuance of $1,000,000,000 aggregate principal amount of the 2020 Notes and $1,000,000,000 aggregate principal amount of the 2022 Notes,and has authorized the proper officers of the Company to execute any and all documents necessary or appropriate to effect such issuance;

WHEREAS , the Company has requested that the Trustee execute and deliver this First Supplemental Indenture; and

WHEREAS , all things necessary to make this First Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to makethe Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done or performed;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

In consideration of the premises and the purchases of the Notes by the holders thereof, the Company and the Trustee mutually covenant and agree for theequal and proportionate benefit of the holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. Certain Terms Defined . Unless the context otherwise requires:

(a) each term defined in the Base Indenture and not otherwise defined herein has the meaning given in the Base Indenture when used in this FirstSupplemental Indenture;

(b) the singular includes the plural and vice versa;

(c) headings are for convenience of reference only and do not affect interpretation;

(d) a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture unless otherwise indicated; and

(e) the following terms have the meanings given to them in this Section 1.01(e) and shall have the meaning set forth below for purposes of theIndenture with respect to the Notes herein provided for:

“ 2020 Redemption Date ” has the meaning given in Section 6.01.

“ 2022 Redemption Date ” has the meaning given in Section 6.01.

“ Aircraft Assets ” means aircraft, airframes, engines (including spare engines), propellers, parts and other operating assets and pre-delivery paymentsrelating to any of the foregoing.

“ Below Investment Grade Rating Event ” means the rating on the applicable series of Notes is lowered by two of the Rating Agencies and such Notes arerated below Investment Grade by such Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of theNotes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change ofControl or (2) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; providedthat a Below InvestmentGrade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control(and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agenciesmaking the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Company and the Trustee inwriting at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, theapplicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“ Business Day ” means a day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligatedto close.

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“ Capital Lease ” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and theincurrence of a liability in accordance with GAAP.

“ Change of Control ” means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of relatedtransactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used inSection 13(d)(3) of the Exchange Act), other than any such transaction where the holders of the Company’s Voting Stock immediately before that transaction own,directly or indirectly, not less than a majority of the Voting Stock of the transferee, or the parent thereof, immediately after such transaction and constituting VotingStock and in substantially the same proportion as their ownership in the Company before the transaction;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company; and

(3) consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is usedin Section 13(d)(3) of the Exchange Act), other than the Company or its Subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under theExchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s Voting Stock or other Voting Stock into which theCompany’s Voting Stock is reclassified, consolidated, exchanged, or changed measured by voting power rather than number of shares, other than any suchtransaction where:

(a) the Company’s outstanding Voting Stock is reclassified, consolidated, exchanged, or changed for other Voting Stock of the Company or for VotingStock of the surviving corporation; and

(b) the holders of the Company’s Voting Stock immediately before that transaction own, directly or indirectly, not less than a majority of theCompany’s Voting Stock or the Voting Stock of the surviving parent corporation immediately after such transaction and in substantially the same proportion astheir ownership in the Company before the transaction.

“ Change of Control Offer ” has the meaning given in Section 6.03.

“ Change of Control Payment Date ” has the meaning given in Section 6.03.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“ Comparable Treasury Issue ” means the U.S. Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparableto the remaining term of the Notes to be redeemed, calculated as if the maturity date of such Notes were the Par Call Date (the “ Remaining Life ”), that would beutilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity tothe Remaining Life.

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“ Comparable Treasury Price ” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemptiondate.

“ Consolidated Tangible Assets ” means, at any date of determination, the total assets of the Company and its Subsidiaries as of the end of a fiscal quarterreported on the most recently prepared consolidated balance sheet of the Company filed with the Commission, less all assets shown on such consolidated balancesheet that are classified and accounted for as intangible assets of the Company or any of its Subsidiaries or that otherwise would be considered intangible assetsunder GAAP, including, without limitation, franchises, patents and patent applications, trademarks, brand names, unamortized debt discount and goodwill.

“ Covered Property ” means any property, tangible or intangible, real or personal, or asset of the Company or any Subsidiary, other than any AircraftAssets, Slots, Routes or Gate Interests.

“ DTC ” means The Depository Trust Company.

“ Event of Default ” has the meaning given in Section 5.01.

“ FAA ” means the Federal Aviation Administration.

“ FAA Slots ” means all “slots” as defined in 14 CFR § 93.213(a)(2), as that section may be amended or re-codified from time to time, or, in the case of slotsat New York LaGuardia Airport, as defined in the Final Order, Operating Limitations at New York LaGuardia Airport, 71 Fed. Reg. 77,854 (December 27, 2006),as such order may be amended or re-codified from time to time, and in any subsequent order issued by the FAA related to New York LaGuardia Airport, as suchorder may be amended or re-codified from time to time, or, in the case of slots at John F. Kennedy International Airport, as defined in the Operating Limitations atJohn F. Kennedy International Airport, Order Limiting Scheduled Operations at John F. Kennedy International Airport, 73 Fed. Reg. 3510 (January 18, 2008), assuch order may be amended or re-codified from time to time, and in any subsequent order issued by the FAA related to John F. Kennedy International Airport, assuch order may be amended or re-codified from time to time, in each case of the Company and, if applicable, any Subsidiary, now held or hereafter acquired (otherthan “slots” which have been permanently allocated to another air carrier and in which the Company and, if applicable, any Subsidiary holds temporary use rights).

“ Fitch ” means Fitch, Inc., also known as Fitch Ratings, and its successors.

“ Foreign Slot ” means all of the rights and operational authority, now held or hereafter acquired, of the Company and, if applicable, a Subsidiary to conductone landing or takeoff operation during a specific hour or other period on a specific day of the week at each non-U.S. airport served in conjunction with theCompany’s or such Subsidiary’s operations over a Route, other than “slots” which have been permanently allocated to another air carrier and in which theCompany or, if applicable, such Subsidiary holds temporary use rights.

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“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the AmericanInstitute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by suchother entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“ Gate Interests ” means all of the right, title, privilege, interest, and authority now or hereafter acquired or held by the Company or, if applicable, aSubsidiary in connection with the right to use or occupy holdroom and passenger boarding and deplaning space in any airport terminal at which the Company orany Subsidiary conducts scheduled operations.

“ Indebtedness ” means any person’s obligation for borrowed money, including without limitation all obligations evidenced by bonds, debentures, notes orsimilar instruments.

“ Investment Grade ” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); a rating of Baa3 or betterby Moody’s (or its equivalent under any successor rating category of Moody’s); and a rating of BBB- or better by S&P (or its equivalent under any successor ratingcategory of S&P).

“ Issue Date ” means the date on which any Notes are first issued under the Base Indenture.

“ Lien ” means any lien (statutory or otherwise), security interest, mortgage, pledge, hypothecation, charge or similar encumbrance; provided, however, thatin no event shall an operating lease, operating sublease or license be deemed to constitute a Lien.

“ Moody’s ” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“ Par Call Date ” means, in the case of the 2022 Notes, February 15, 2022 (one month prior to the maturity date).

“ Payment Default ” has the meaning given in Section 5.01.

“ Quotation Agent ” means one of the Reference Treasury Dealers appointed by the Company.

“ Rating Agency ” means (1) each of Fitch, Moody’s, and S&P, and (2) if any of Fitch, Moody’s, or S&P ceases to rate the Notes or fails to make a rating ofthe Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) ofthe Exchange Act, selected by the Company (as certified by a resolution of its Board of Directors) as a replacement agency for Fitch, Moody’s, or S&P, or all ofthem, as the case may be.

“ Reference Treasury Dealer ” means each of Barclays Capital Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLCand their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a“ Primary Treasury Dealer ”), the Company will substitute therefor another Primary Treasury Dealer.

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“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined bythe Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing tothe Company and the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

“ Routes ” means the routes for which the Company or, if applicable, a Subsidiary holds or hereafter acquires the requisite authority to operate foreign airtransportation pursuant to Title 49 including, without limitation, applicable frequencies, exemption and certificate authorities, Fifth-Freedom Rights and“behind/beyond rights”, whether or not utilized by the Company or such Subsidiary.

“ S&P ” means S&P Global Ratings and its successors.

“ Significant Subsidiary ” means, at any date of determination, any of the Company’s Subsidiaries that, together with its Subsidiaries, (i) for the Company’smost recently completed four full fiscal quarters for which consolidated financial statements have been filed with the Commission, accounted for more than 10.0%of the consolidated revenues of the Company and its Subsidiaries or (ii) as of the end of the Company’s most recent fiscal quarter for which consolidated financialstatements have been filed with the Commission, was the owner of more than 10.0% of the consolidated assets of the Company and its Subsidiaries.

“ Slot ” means each FAA Slot and each Foreign Slot.

“ Title 49 ” means Title 49 of the United States Code, which, among other things, re-codified and replaced the U.S. Federal Aviation Act of 1958, and therules and regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.

“ Treasury Rate ” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity or interpolated yield(on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principalamount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated by the Quotation Agent on the third Business Daypreceding the redemption date.

“ Voting Stock ” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election ofthe Board of Directors of such person.

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ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE 2020 NOTES

SECTION 2.01. Description and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the“2.875% Notes due 2020,” which is not limited in aggregate principal amount. The aggregate principal amount of 2020 Notes to be issued shall be as set forth inany Company Order for the authentication and delivery of the 2020 Notes, pursuant to Section 2.04 of the Base Indenture.

SECTION 2.02. Maturity . The maturity date of principal of the 2020 Notes is March 13, 2020. If the maturity date is not a Business Day, the Company willmake the required payment on the following Business Day with the same force and effect as if made on such maturity date and, unless the Company defaults on thepayment, no interest will accrue for the period after such maturity date.

SECTION 2.03. Additional Issues . The Company may from time to time, without notice to or the consent of the holders of the 2020 Notes, create and issueadditional 2020 Notes. Any such additional 2020 Notes will rank equally in right of payment with the 2020 Notes and will have the same interest rate, maturity dateand other terms as the 2020 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date orexcept for the first payment of interest following the issue date of such additional 2020 Notes. Any such additional 2020 Notes, together with the 2020 Notes hereinprovided for, will constitute a single series of Securities under the Indenture. Any additional 2020 Notes may be issued by or pursuant to a supplement to theIndenture.

SECTION 2.04. Payment . Principal of, premium, if any, and interest on the 2020 Notes shall be payable in U.S. dollars.

SECTION 2.05. Global Notes . Upon their original issuance, the 2020 Notes will be represented by one or more Global Securities registered in the name ofCede & Co., the nominee of DTC. The Company will issue the 2020 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and willdeposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

SECTION 2.06. Interest . The 2020 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from their date ofissuance at the rate of 2.875% per annum, payable semi-annually; interest payable on each interest payment date will include interest accrued from March 14, 2017,or from the most recent interest payment date to which interest has been paid or duly provided for; the interest payment dates on which such interest shall bepayable are March 13 and September 13 of each year, commencing on September 13, 2017; and the record date for the interest payable on any interest paymentdate is the close of business on March 1 or September 1, as the case may be, next preceding the relevant interest payment date. If any interest payment date falls ona day that is not a Business Day, the Company will make the required payment on the following Business Day with the same force and effect as if made on suchinterest payment date and, unless the Company defaults on the payment, no interest will accrue for the period after such interest payment date.

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SECTION 2.07. Authorized Denominations . The 2020 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 2.08. Redemption . The 2020 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

SECTION 2.09. Appointment of Agents . The Trustee will initially be the Security registrar and Paying Agent for the Notes.

ARTICLE THRE

EGENERAL TERMS AND CONDITIONS OF THE 2022 NOTES

SECTION 3.01. Description and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the“3.625% Notes due 2022,” which is not limited in aggregate principal amount. The aggregate principal amount of 2022 Notes to be issued shall be as set forth inany Company Order for the authentication and delivery of the 2022 Notes, pursuant to Section 2.04 of the Base Indenture.

SECTION 3.02. Maturity . The maturity date of principal of the 2022 Notes is March 15, 2022. If the maturity date is not a Business Day, the Company willmake the required payment on the following Business Day with the same force and effect as if made on such maturity date and, unless the Company defaults on thepayment, no interest will accrue for the period after such maturity date.

SECTION 3.03. Additional Issues . The Company may from time to time, without notice to or the consent of the holders of the 2022 Notes, create and issueadditional 2022 Notes. Any such additional 2022 Notes will rank equally in right of payment with the 2022 Notes and will have the same interest rate, maturity dateand other terms as the 2022 Notes herein provided for, except for the issue date, the public offering price, the payment of interest accruing prior to the issue date orexcept for the first payment of interest following the issue date of such additional 2022 Notes. Any such additional 2022 Notes, together with the 2022 Notes hereinprovided for, will constitute a single series of Securities under the Indenture. Any additional 2022 Notes may be issued by or pursuant to a supplement to theIndenture.

SECTION 3.04. Payment . Principal of, premium, if any, and interest on the 2022 Notes shall be payable in U.S. dollars.

SECTION 3.05. Global Notes . Upon their original issuance, the 2022 Notes will be represented by one or more Global Securities registered in the name ofCede & Co., the nominee of DTC. The Company will issue the 2022 Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof and willdeposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

SECTION 3.06. Interest . The 2022 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from their date ofissuance at the rate of 3.625% per annum, payable semi-annually; interest payable on each interest payment date will include interest accrued from March 14, 2017,or from the most recent interest payment date to

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which interest has been paid or duly provided for; the interest payment dates on which such interest shall be payable are March 15 and September 15 of each year,commencing on September 15, 2017; and the record date for the interest payable on any interest payment date is the close of business on March 1 or September 1,as the case may be, next preceding the relevant interest payment date. If any interest payment date falls on a day that is not a Business Day, the Company will makethe required payment on the following Business Day with the same force and effect as if made on such interest payment date and, unless the Company defaults onthe payment, no interest will accrue for the period after such interest payment date.

SECTION 3.07. Authorized Denominations . The 2022 Notes shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 3.08. Redemption . The 2022 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

SECTION 3.09. Appointment of Agents . The Trustee will initially be the Security registrar and Paying Agent for the Notes.

ARTICLE FOUR

COVENANTS OF THE COMPANY

SECTION 4.01. Limitations on Liens .

(a) The Company will not, and will not permit any Significant Subsidiary to, at any time subject to any Lien any Covered Property to secure anyIndebtedness or Capital Lease, unless the Notes are expressly secured equally and ratably with any such Indebtedness or Capital Lease so secured, including anyguarantee thereof, so long as any such Indebtedness or Capital Lease shall be so secured, and the Company covenants that if and when any such Lien is created, theNotes will be so secured thereby; provided, that, the foregoing shall not apply to:

(1) (A) Liens on Covered Property outstanding on the Issue Date securing Indebtedness or Capital Leases outstanding on the Issue Date (and as ineffect on the Issue Date) and (B) Liens on Covered Property incurred after the Issue Date pursuant to the terms of any Indebtedness or Capital Leases outstandingon the Issue Date (and as in effect on the Issue Date);

(2) any Lien on any Covered Property (A) existing at the time of acquisition of such Covered Property or the entity owning such Covered Property(including acquisition through merger or consolidation), or (B) given to secure the payment of all or any part of the purchase, lease or acquisition thereof or the costof construction, repair, refurbishment, modification or improvement of Covered Property or any real or personal property leased to the Company or any of itsSubsidiaries or any Indebtedness or Capital Lease incurred prior thereto, at the time of, or within 180 days after, the completion of the acquisition, construction,repair, refurbishment, modification or improvement of the relevant Covered Property or any real or personal property leased to the Company or any of itsSubsidiaries for the purpose of financing all or part of the purchase, lease or acquisition thereof or the cost of construction, repair, refurbishment, modification orimprovement;

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(3) Liens by a Subsidiary as security for Indebtedness or Capital Lease owed to the Company or any Subsidiary;

(4) a banker’s lien or right of offset of the holder of such Indebtedness in favor of any lender of moneys or holder of commercial paper of theCompany or any Subsidiary in the ordinary course of business on moneys of the Company or such Subsidiary deposited with such lender or holder in the ordinarycourse of business;

(5) Liens in favor of credit card processors securing obligations in connection with credit card processing services incurred in the ordinary course ofbusiness and consistent with past practices;

(6) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in theforegoing clauses (1) through (5) in connection with the refinancing, amendment, restructuring or other modification of Indebtedness or Capital Lease of theCompany and its Subsidiaries secured by such Lien; and

(7) other Liens not permitted by any of the foregoing clauses (1) through (6) on any Covered Property, now owned or hereafter acquired; provided,that, no such Liens shall be incurred pursuant to this subsection (7) if the aggregate principal amount of outstanding Indebtedness (without duplication for anyguarantee of such Indebtedness) and Capital Leases secured by Liens incurred pursuant to this subsection (7) subsequent to the Issue Date, including the Lienproposed to be incurred, shall exceed 10% of Consolidated Tangible Assets after giving effect to such incurrence and the use of proceeds of such Indebtedness orCapital Leases.

(b) Any Lien that is granted to secure the Notes in accordance with this Section 4.01 shall be automatically released and discharged at the same time as therelease (other than through the exercise of remedies with respect thereto) of each Lien that gave rise to such obligation to secure the Notes.

ARTICLE FIVE

EVENTS OF DEFAULT

SECTION 5.01. Events of Default . The term “ Event of Default ” as used in the Indenture with respect to the Notes shall include the following describedevent in addition to those set forth in Section 5.01 of the Base Indenture: default under any mortgage, indenture or instrument under which there may be issued orby which there may be secured or evidenced any Indebtedness of the Company or a Subsidiary (or the payment of which is guaranteed by the Company or aSubsidiary), whether such Indebtedness or guarantee now exists, or is created after the Issue Date of the Notes, if that default:

(a) is caused by a failure to pay principal of such Indebtedness at its stated final maturity (a “ Payment Default ”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, togetherwith the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated,aggregates $200,000,000 or more.

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ARTICLE SIX

REDEMPTION AND REPURCHASE OF THE NOTES

SECTION 6.01. Optional Redemption by Company .

(a) The 2020 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “ 2020 Redemption Date ”) at the Company’s option.If the 2020 Notes are redeemed at any time prior to the maturity date of the 2020 Notes, such notes will be redeemed at a redemption price equal to the greater of:

(1) 100% of the principal amount of the 2020 Notes to be redeemed, and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes to be redeemed (exclusive ofinterest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) atthe Treasury Rate plus 20 basis points,

plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2020 Notes being redeemed to, but not including, the applicable 2020 RedemptionDate.

Any redemption pursuant to this Section 6.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interestpayment date that is on or before the applicable 2020 Redemption Date.

(b) The 2022 Notes may be redeemed, in whole or in part, at any time (the date of such redemption, a “ 2022 Redemption Date ”) at the Company’s option.If the 2022 Notes are redeemed at any time prior to the Par Call Date, the 2022 Notes will be redeemed at a redemption price equal to the greater of:

(1) 100% of the principal amount of the 2022 Notes to be redeemed, and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes to be redeemed that would havebeen made if the 2022 Notes matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,

plus, in each of the cases (1) and (2) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 RedemptionDate.

If the 2022 Notes are redeemed at any time on or after the Par Call Date, the 2022 Notes will be redeemed at a redemption price equal to 100% of theprincipal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest on the 2022 Notes being redeemed to, but not including, the applicable 2022Redemption Date.

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Any redemption pursuant to this Section 6.01(b) is subject to the right of holders of record on the relevant record date to receive interest due on an interestpayment date that is on or before the applicable 2022 Redemption Date.

(c) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 14.02 of theBase Indenture. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called forredemption have been made available on the redemption date referred to in that notice, such Notes will cease to bear interest on such redemption date. Any interestaccrued to such redemption date will be paid as specified in such notice.

(d) Any redemption pursuant to this Article Six may, at the Company’s discretion, be conditioned upon (1) the occurrence of a Change of Control or (2) theclosing of another transaction, including a sale of securities or other financing, in each case as specified in the notice in reasonable detail. A notice of conditionalredemption will be of no effect unless all conditions to the redemption have occurred on or before the applicable redemption date or have been waived by theCompany on or before the applicable redemption date. The Company will provide notice to the holders of the Notes subject to the notice of conditional redemptionof the satisfaction of all conditions as soon as practicable following occurrence of the conditions. The Company will provide notice to the holders of the Notessubject to the notice of conditional redemption of any waiver of a condition or failure to meet such conditions no later than the applicable redemption date.

(e) If fewer than all of the Notes of a series are to be redeemed at any time, selection of Notes of such series for redemption will be made by the Trustee incompliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed or, if such Notes are not listed on a nationalsecurities exchange, on a proratabasis, by lot, or such other method as the Trustee deems appropriate and fair (or such other method as DTC may require);provided, however, that the Notes of a series will be redeemed only in the minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 6.02. No Sinking Fund . Neither the 2020 Notes nor the 2022 Notes are entitled to the benefit of any sinking fund.

SECTION 6.03. Offer to Repurchase Upon a Change of Control Triggering Event .

(a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has otherwise exercised its right to redeem the Notes, each holder ofNotes will have the right to require the Company to purchase all or a portion of such holder’s Notes pursuant to the offer described below (the “ Change ofControl Offer ”), at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase,subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

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(b) Within 30 days following the date upon which the Change of Control Triggering Event occurred, unless the Company has otherwise exercised its right toredeem the Notes of a series, the Company will be required to deliver a notice to each holder of such Notes, with a copy to the Trustee, which notice will govern theterms of the Change of Control Offer; providedthat, at the Company’s option, the Company may deliver such notice prior to any Change of Control but after thepublic announcement of the Change of Control. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than60 days from the date such notice is sent, other than as may be required by law (the “ Change of Control Payment Date ”). The notice, if sent prior to the date ofconsummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or priorto the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer must surrender their Notes, withthe form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice, or transfertheir Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures of DTC, before the close of business on the third Business Day prior tothe Change of Control Payment Date.

(c) The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise incompliance with the requirements for such an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under itsoffer.

(d) If holders of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and do not withdraw the Notes of suchseries in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of such Notes ofsuch series validly tendered and not withdrawn by such holders, the Company will have the right, upon not less than 20 nor more than 60 days’ prior notice, givennot more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes of such series that remain outstandingfollowing such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date ofredemption (subject to the right of holders of record on the relevant record date to receive interest on the relevant interest payment date). The provisions of ArticleFourteen of the Base Indenture shall apply to any redemption pursuant to this clause (d).

(e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to theextent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extentthat the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company will comply withthose securities laws and regulations and will not be deemed to have breached the Company’s obligations under the change of control offer provisions of the Notesby virtue of any such conflict.

SECTION 6.04. Payment If Date Fixed for Redemption or Repurchase Is Not a Business Day . If any date fixed for redemption or repayment of any Notespursuant to this Article Six is not a Business Day, the Company will make the required payment on the following Business Day with the same force and effect as ifmade on the date fixed for redemption or repayment and, unless the Company defaults on the payment, no interest shall accrue for the period after such date.

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ARTICLE SEVEN

FORMS OF NOTES

SECTION 7.01. Form of 2020 Notes . The 2020 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in theforms set forth in Exhibit A hereto.

SECTION 7.02. Form of 2022 Notes . The 2022 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in theforms set forth in Exhibit B hereto.

ARTICLE EIGHT

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01. Amendments, Supplements and Waivers . The Company and the Trustee may amend, supplement or waive any covenant or provision setforth in this First Supplemental Indenture, the 2020 Notes or the 2022 Notes as provided in Article Nine of the Base Indenture.

ARTICLE NINE

MISCELLANEOUS

SECTION 9.01. Ratification of Indenture . The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, andthis First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 9.02. Conflict with Base Indenture . If any provision of this First Supplemental Indenture limits, qualifies or conflicts with a provision of the BaseIndenture, the provision hereof shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the Base Indenture thatmay be so modified or excluded, the provision hereof shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 9.03. Trustee Not Responsible for Recitals . The recitals herein contained are made by the Company and not by the Trustee, and the Trusteeassumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

SECTION 9.04. Governing Law . This First Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of theState of New York.

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SECTION 9.05. Separability . In case any one or more of the provisions contained in this First Supplemental Indenture or in the Notes shall for any reason beheld to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this FirstSupplemental Indenture or of the Notes, but this First Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceableprovision had never been contained herein or therein.

SECTION 9.06. Counterparts . This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; butsuch counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages byfacsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to theparties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile orelectronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

[SignaturePageFollows]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first written above.

DELTA AIR LINES, INC.

By: /s/ Kenneth W. Morge Kenneth W. Morge Vice President and Treasurer

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By: /s/ Jack Ellerin Jack Ellerin Vice President

[ SignaturePagetoDeltaAirLines,Inc.FirstSupplementalIndenturedatedasofMarch14,2017]

Exhibit A

Exhibit A

(FACE OF NOTE)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.10 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THEINDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THEINDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OFTHE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THISSECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCHNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTEDBY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

A-1

DELTA AIR LINES, INC.

2.875% Notes due 2020

CUSIP NO. 247361 ZK7

ISIN NO. US247361ZK72 No. R-[ ] $[ ]

DELTA AIR LINES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which termincludes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principalsum of [[ ] ($ )] on March 13, 2020 at the office or agency of the Company in the continental United States designated for such purpose by the Company(on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 100 Wall Street, Suite 1600, New York, New York 10005), insuch coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay intereston said principal sum semi-annually on March 13 and September 13 of each year, commencing September 13, 2017, at said office or agency (except as providedbelow), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from the date of this Note until payment of said principalsum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any March 13 or September 13 will, except asprovided in the Indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 14, 2017 (the“First Supplemental Indenture,” and as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed to suchterms in the Indenture), duly executed and delivered by the Company to U.S. Bank National Association, a national banking association, as trustee (herein calledthe “Trustee”), be paid to the person in whose name this Note is registered at the close of business on the next preceding March 1 or September 1, respectively,whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such person. Any such interest which ispayable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered holder on such record date and shall be paid to theperson in whose name this Note is registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the dateof payment of such defaulted interest) established by notice sent by or on behalf of the Company to the holders of the Notes not less than 15 days preceding suchsubsequent record date.

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.875% Notes due 2020 (herein called the“Notes”), unlimited in aggregate principal amount.

Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Company in the continental United States,designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 Wall Street, Suite 1600, NewYork, New York 10005), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed bythe holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and statedmaturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such exchange or registration of transfer, but the Company or the Securities registrar may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the sameeffect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitledto any benefits under the Indenture, or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, DELTA AIR LINES, INC. has caused this Note to be duly executed. Dated: DELTA AIR LINES, INC.

By: Name: Title:

[ SignaturePagetoDeltaAirLines,Inc.2020GlobalNote]

A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By: Authorized Officer

[ SignaturePagetoDeltaAirLines,Inc.2020GlobalNote]

A-4

REVERSE OF NOTE

This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof,all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statementof the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Companyand the holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. To the extent any provision of thisNote conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture forthe purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights ofthe holders of the Securities of each series under the Indenture with the consent of the holders of not less than a majority in principal amount of the Securities at thetime outstanding of each series to be affected thereby on behalf of the holders of all Securities of such series. The Indenture also permits the holders of a majority inprincipal amount of the Securities at the time outstanding of each series on behalf of the holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any suchconsent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued uponthe registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such otherNote.

Registrar and Paying Agent

The Company shall maintain in the continental United States, an office or agency where Notes may be surrendered for registration of transfer or exchangeand an office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, U.S. Bank NationalAssociation, as its Security registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent orSecurity registrar, to appoint additional or other Paying Agents or other Security registrars and to approve any change in the office through which any Paying Agentor Security registrar acts.

Optional Redemption of the Notes

The Notes may be redeemed, in whole or in part, at any time (the “Redemption Date”) at the Company’s option, at a redemption price (the “RedemptionPrice”) equal to the greater of:

(a) 100% of the principal amount of the Notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments for principal and interest on the Notes to be redeemed (exclusive of interest accrued tothe applicable Redemption Date) discounted to the applicable Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-daymonths) at the Treasury Rate plus 20 basis points;

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

Notice of any redemption of the Notes shall be given in the manner and otherwise in accordance with the provisions of Section 14.02 of the Base Indenture.If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any Notes called for redemption have been madeavailable on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to theRedemption Date will be paid as specified in such notice.

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Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to offer to repurchase this Note in the manner and subject tothe conditions provided in the Indenture.

Additional Issues

The Company may from time to time, without notice to or the consent of the holders of the Notes, create and issue additional Notes. Any such additionalNotes will rank equally in right of payment with the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for,except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following theissue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for, will constitute a single series of Securities under theIndenture. Any additional Notes may be issued by or pursuant to a supplement to the Indenture.

Transfer and Exchange

The transfer of the Notes may be registered and Notes may be exchanged as provided in the Indenture.

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner,with the effect and subject to the conditions provided in the Indenture.

Miscellaneous

The registered holder of a Note may be treated as its owner for all purposes.

Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or anyPaying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Note that remains unclaimed for two years after thedate upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by theCompany, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicableescheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absoluteand unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency hereinand in the Indenture prescribed.

As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at theCompany’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notesand to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be under any obligation tocomply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may beexchanged for a like aggregate principal amount and stated maturity of Notes of other authorized denominations at the office or agency of the Company in thecontinental United States, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 WallStreet, Suite 1600, New York, New York 10005), and in the manner and subject to the limitations provided in the Indenture.

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Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and any Security registrar shall deem and treatthe person in whose name this Note is registered upon the books of the Company on the applicable record date as the absolute owner hereof (whether or not thisNote is overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal of,premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrarshall be affected by any notice to the contrary.

This Note shall be construed in accordance with and governed by the internal law of the State of New York without giving effect to applicable principles ofconflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

A-7

O PTION OF H OLDER TO E LECT P URCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, check the box below:

☐ Section 6.03

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, state the amountyou elect to have purchased:

$

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Tax Identification No.:

Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

Exhibit B

Exhibit B

(FACE OF NOTE)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.10 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THEINDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THEINDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OFTHE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THISSECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCHNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTEDBY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

B-1

DELTA AIR LINES, INC.

3.625% Notes due 2022

CUSIP NO. 247361 ZJ0

ISIN NO. US247361ZJ00 No. R- [ ] $[ ]

DELTA AIR LINES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which termincludes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principalsum of [[ ] ($ )] on March 15, 2022 at the office or agency of the Company in the continental United States designated for such purpose by theCompany (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 100 Wall Street, Suite 1600, New York, New York10005), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and topay interest on said principal sum semi-annually on March 15 and September 15 of each year, commencing September 15, 2017, at said office or agency (except asprovided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from the date of this Note until payment of saidprincipal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any March 15 or September 15 will, exceptas provided in the Indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 14, 2017(the “First Supplemental Indenture,” and as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed tosuch terms in the Indenture), duly executed and delivered by the Company to U.S. Bank National Association, a national banking association, as trustee (hereincalled the “Trustee”), be paid to the person in whose name this Note is registered at the close of business on the next preceding March 1 or September 1,respectively, whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such person. Any suchinterest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered holder on such record date andshall be paid to the person in whose name this Note is registered at the close of business on a subsequent record date (which shall be not less than five BusinessDays prior to the date of payment of such defaulted interest) established by notice sent by or on behalf of the Company to the holders of the Notes not less than 15days preceding such subsequent record date.

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.625% Notes due 2022 (herein called the“Notes”), unlimited in aggregate principal amount.

Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Company in the continental United States,designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 Wall Street, Suite 1600, NewYork, New York 10005), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed bythe holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and statedmaturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such exchange or registration of transfer, but the Company or the Securities registrar may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the sameeffect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitledto any benefits under the Indenture, or be valid or obligatory for any purpose.

B-2

IN WITNESS WHEREOF, DELTA AIR LINES, INC. has caused this Note to be duly executed. Dated: DELTA AIR LINES, INC.

By: Name: Title:

[ SignaturePagetoDeltaAirLines,Inc.2022GlobalNote]

B-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By: Authorized Officer

[ SignaturePagetoDeltaAirLines,Inc.2022GlobalNote]

B-4

REVERSE OF NOTE

This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof,all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statementof the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Companyand the holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. To the extent any provision of thisNote conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture forthe purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights ofthe holders of the Securities of each series under the Indenture with the consent of the holders of not less than a majority in principal amount of the Securities at thetime outstanding of each series to be affected thereby on behalf of the holders of all Securities of such series. The Indenture also permits the holders of a majority inprincipal amount of the Securities at the time outstanding of each series on behalf of the holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any suchconsent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued uponthe registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such otherNote.

Registrar and Paying Agent

The Company shall maintain in the continental United States, an office or agency where Notes may be surrendered for registration of transfer or exchangeand an office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, U.S. Bank NationalAssociation, as its Security registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent orSecurity registrar, to appoint additional or other Paying Agents or other Security registrars and to approve any change in the office through which any Paying Agentor Security registrar acts.

Optional Redemption of the Notes

The Notes may be redeemed, in whole or in part, at any time (the “Redemption Date”) at the Company’s option. If the Notes are redeemed at any time priorto the Par Call Date, the Notes will be redeemed at a redemption price (the “Redemption Price”) equal to the greater of:

(a) 100% of the principal amount of the Notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments for principal and interest on the Notes to be redeemed that would have been made ifthe Notes matured on the Par Call Date (exclusive of interest accrued to the applicable Redemption Date) discounted to the applicable Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points;

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

If the Notes are redeemed at any time on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amountof the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

Notice of any redemption of the Notes shall be given in the manner and otherwise in accordance with the provisions of Section 14.02 of the Base Indenture.If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any Notes called for redemption have been madeavailable on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to theRedemption Date will be paid as specified in such notice.

B-5

Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to offer to repurchase this Note in the manner and subject tothe conditions provided in the Indenture.

Additional Issues

The Company may from time to time, without notice to or the consent of the holders of the Notes, create and issue additional Notes. Any such additionalNotes will rank equally in right of payment with the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for,except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following theissue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for, will constitute a single series of Securities under theIndenture. Any additional Notes may be issued by or pursuant to a supplement to the Indenture.

Transfer and Exchange

The transfer of the Notes may be registered and Notes may be exchanged as provided in the Indenture.

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner,with the effect and subject to the conditions provided in the Indenture.

Miscellaneous

The registered holder of a Note may be treated as its owner for all purposes.

Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or anyPaying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Note that remains unclaimed for two years after thedate upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by theCompany, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicableescheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absoluteand unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency hereinand in the Indenture prescribed.

As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at theCompany’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notesand to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be under any obligation tocomply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may beexchanged for a like aggregate principal amount and stated maturity of Notes of other authorized denominations at the office or agency of the Company in thecontinental United States, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 WallStreet, Suite 1600, New York, New York 10005), and in the manner and subject to the limitations provided in the Indenture.

B-6

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and any Security registrar shall deem and treatthe person in whose name this Note is registered upon the books of the Company on the applicable record date as the absolute owner hereof (whether or not thisNote is overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal of,premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrarshall be affected by any notice to the contrary.

This Note shall be construed in accordance with and governed by the internal law of the State of New York without giving effect to applicable principles ofconflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

B-7

O PTION OF H OLDER TO E LECT P URCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, check the box below:

☐ Section 6.03

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, state the amountyou elect to have purchased:

$

Date:

Your Signature:

(Sign exactly as your name appears on the

face of this Note)

Tax Identification No.:

Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

B-8

Exhibit 4.2

(FACE OF NOTE)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.10 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THEINDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THEINDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OFTHE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THISSECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCHNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTEDBY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DELTA AIR LINES, INC.

2.875% Notes due 2020

CUSIP NO. 247361 ZK7

ISIN NO. US247361ZK72 No. R-[ ] $[ ]

DELTA AIR LINES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which termincludes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principalsum of [[ ] ($ )] on March 13, 2020 at the office or agency of the Company in the continental United States designated for such purpose by theCompany (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 100 Wall Street, Suite 1600, New York, New York10005), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and topay interest on said principal sum semi-annually on March 13 and September 13 of each year, commencing September 13, 2017, at said office or agency (except asprovided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from the date of this Note until payment of saidprincipal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any March 13 or September 13 will, exceptas provided in the Indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 14, 2017(the “First Supplemental Indenture,” and as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed tosuch terms in the Indenture), duly executed and delivered by the Company to U.S. Bank National Association, a national banking association, as trustee (hereincalled the “Trustee”), be paid to the person in whose name this Note is registered at the close of business on the next preceding March 1 or September 1,respectively, whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such person. Any suchinterest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered holder on such record date andshall be paid to the person in whose name this Note is registered at the close of business on a subsequent record date (which shall be not less than five BusinessDays prior to the date of payment of such defaulted interest) established by notice sent by or on behalf of the Company to the holders of the Notes not less than 15days preceding such subsequent record date.

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 2.875% Notes due 2020 (herein called the“Notes”), unlimited in aggregate principal amount.

Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Company in the continental United States,designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 Wall Street, Suite 1600, NewYork, New York 10005), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed bythe holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and statedmaturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such exchange or registration of transfer, but the Company or the Securities registrar may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the sameeffect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitledto any benefits under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, DELTA AIR LINES, INC. has caused this Note to be duly executed. Dated: DELTA AIR LINES, INC.

By: Name: Title:

[ SignaturePagetoDeltaAirLines,Inc.2020GlobalNote]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By: Authorized Officer

[ SignaturePagetoDeltaAirLines,Inc.2020GlobalNote]

REVERSE OF NOTE

This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof,all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statementof the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Companyand the holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. To the extent any provision of thisNote conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture forthe purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights ofthe holders of the Securities of each series under the Indenture with the consent of the holders of not less than a majority in principal amount of the Securities at thetime outstanding of each series to be affected thereby on behalf of the holders of all Securities of such series. The Indenture also permits the holders of a majority inprincipal amount of the Securities at the time outstanding of each series on behalf of the holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any suchconsent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued uponthe registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such otherNote.

Registrar and Paying Agent

The Company shall maintain in the continental United States, an office or agency where Notes may be surrendered for registration of transfer or exchangeand an office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, U.S. Bank NationalAssociation, as its Security registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent orSecurity registrar, to appoint additional or other Paying Agents or other Security registrars and to approve any change in the office through which any Paying Agentor Security registrar acts.

Optional Redemption of the Notes

The Notes may be redeemed, in whole or in part, at any time (the “Redemption Date”) at the Company’s option, at a redemption price (the “RedemptionPrice”) equal to the greater of:

(a) 100% of the principal amount of the Notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments for principal and interest on the Notes to be redeemed (exclusive of interest accrued tothe applicable Redemption Date) discounted to the applicable Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-daymonths) at the Treasury Rate plus 20 basis points;

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

Notice of any redemption of the Notes shall be given in the manner and otherwise in accordance with the provisions of Section 14.02 of the Base Indenture.If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any Notes called for redemption have been madeavailable on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to theRedemption Date will be paid as specified in such notice.

1

Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to offer to repurchase this Note in the manner and subject tothe conditions provided in the Indenture.

Additional Issues

The Company may from time to time, without notice to or the consent of the holders of the Notes, create and issue additional Notes. Any such additionalNotes will rank equally in right of payment with the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for,except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following theissue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for, will constitute a single series of Securities under theIndenture. Any additional Notes may be issued by or pursuant to a supplement to the Indenture.

Transfer and Exchange

The transfer of the Notes may be registered and Notes may be exchanged as provided in the Indenture.

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner,with the effect and subject to the conditions provided in the Indenture.

Miscellaneous

The registered holder of a Note may be treated as its owner for all purposes.

Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or anyPaying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Note that remains unclaimed for two years after thedate upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by theCompany, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicableescheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absoluteand unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency hereinand in the Indenture prescribed.

As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at theCompany’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notesand to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be under any obligation tocomply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may beexchanged for a like aggregate principal amount and stated maturity of Notes of other authorized denominations at the office or agency of the Company in thecontinental United States, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 WallStreet, Suite 1600, New York, New York 10005), and in the manner and subject to the limitations provided in the Indenture.

2

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and any Security registrar shall deem and treatthe person in whose name this Note is registered upon the books of the Company on the applicable record date as the absolute owner hereof (whether or not thisNote is overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal of,premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrarshall be affected by any notice to the contrary.

This Note shall be construed in accordance with and governed by the internal law of the State of New York without giving effect to applicable principles ofconflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

3

O PTION OF H OLDER TO E LECT P URCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, check the box below:

☐ Section 6.03

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, state the amountyou elect to have purchased:

$

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Tax Identification No.:

Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 4.3

(FACE OF NOTE)

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE INCUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANYCIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION2.10 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THEINDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THEINDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OFTHE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THISSECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY ANOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCHNOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTEDBY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TOTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON ISWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DELTA AIR LINES, INC.

3.625% Notes due 2022

CUSIP NO. 247361 ZJ0

ISIN NO. US247361ZJ00 No. R-[ ] $[ ]

DELTA AIR LINES, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which termincludes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principalsum of [[ ] ($ )] on March 15, 2022 at the office or agency of the Company in the continental United States designated for such purpose by theCompany (on the date hereof, the principal Corporate Trust Office of the Trustee mentioned below, located at 100 Wall Street, Suite 1600, New York, New York10005), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and topay interest on said principal sum semi-annually on March 15 and September 15 of each year, commencing September 15, 2017, at said office or agency (except asprovided below), in like coin or currency, at the rate per annum specified in the title hereof, such interest to accrue from the date of this Note until payment of saidprincipal sum has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any March 15 or September 15 will, exceptas provided in the Indenture, dated as of March 6, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 14, 2017(the “First Supplemental Indenture,” and as so supplemented, the “Indenture”; capitalized terms used and not defined herein shall have the meanings ascribed tosuch terms in the Indenture), duly executed and delivered by the Company to U.S. Bank National Association, a national banking association, as trustee (hereincalled the “Trustee”), be paid to the person in whose name this Note is registered at the close of business on the next preceding March 1 or September 1,respectively, whether or not a Business Day, and may, at the option of the Company, be paid by check mailed to the registered address of such person. Any suchinterest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered holder on such record date andshall be paid to the person in whose name this Note is registered at the close of business on a subsequent record date (which shall be not less than five BusinessDays prior to the date of payment of such defaulted interest) established by notice sent by or on behalf of the Company to the holders of the Notes not less than 15days preceding such subsequent record date.

This Note is one of the series of Securities of the Company issued pursuant to the Indenture designated as the 3.625% Notes due 2022 (herein called the“Notes”), unlimited in aggregate principal amount.

Upon due presentment for exchange or registration of transfer of this Note at the office or agency of the Company in the continental United States,designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 Wall Street, Suite 1600, NewYork, New York 10005), duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee, duly executed bythe holder thereof or his attorney duly authorized in writing, a new Note or Notes of authorized denominations for a like aggregate principal amount and statedmaturity will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture.

No service charge shall be made for any such exchange or registration of transfer, but the Company or the Securities registrar may require payment of a sumsufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the sameeffect as if set forth at this place.

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitledto any benefits under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, DELTA AIR LINES, INC. has caused this Note to be duly executed. Dated: DELTA AIR LINES, INC.

By: Name: Title:

[ SignaturePagetoDeltaAirLines,Inc.2022GlobalNote]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION,as Trustee

By: Authorized Officer

[ SignaturePagetoDeltaAirLines,Inc.2022GlobalNote]

REVERSE OF NOTE

This Note is one of the duly authorized issue of debt securities (hereinafter called the “Securities”) of the Company, of the series specified on the face hereof,all issued or to be issued under and pursuant to the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statementof the rights and limitations of rights, obligations, duties and immunities thereunder of the Trustee, and any agent of the Trustee, any Paying Agent, the Companyand the holders of the Securities and the terms upon which the Securities are issued and are to be authenticated and delivered. To the extent any provision of thisNote conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into supplemental indentures to the Indenture forthe purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights ofthe holders of the Securities of each series under the Indenture with the consent of the holders of not less than a majority in principal amount of the Securities at thetime outstanding of each series to be affected thereby on behalf of the holders of all Securities of such series. The Indenture also permits the holders of a majority inprincipal amount of the Securities at the time outstanding of each series on behalf of the holders of all Securities of such series, to waive compliance by theCompany with certain provisions of the Indenture and certain past defaults and their consequences with respect to such series under the Indenture. Any suchconsent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued uponthe registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note or such otherNote.

Registrar and Paying Agent

The Company shall maintain in the continental United States, an office or agency where Notes may be surrendered for registration of transfer or exchangeand an office or agency where Notes may be presented for payment or for exchange. The Company has initially appointed the Trustee, U.S. Bank NationalAssociation, as its Security registrar and Paying Agent. The Company reserves the right at any time to vary or terminate the appointment of any Paying Agent orSecurity registrar, to appoint additional or other Paying Agents or other Security registrars and to approve any change in the office through which any Paying Agentor Security registrar acts.

Optional Redemption of the Notes

The Notes may be redeemed, in whole or in part, at any time (the “Redemption Date”) at the Company’s option. If the Notes are redeemed at any time priorto the Par Call Date, the Notes will be redeemed at a redemption price (the “Redemption Price”) equal to the greater of:

(a) 100% of the principal amount of the Notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments for principal and interest on the Notes to be redeemed that would have been made ifthe Notes matured on the Par Call Date (exclusive of interest accrued to the applicable Redemption Date) discounted to the applicable Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points;

plus, in each of the cases (a) and (b) above, accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

If the Notes are redeemed at any time on or after the Par Call Date, the Notes will be redeemed at a Redemption Price equal to 100% of the principal amountof the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the applicable Redemption Date.

Notice of any redemption of the Notes shall be given in the manner and otherwise in accordance with the provisions of Section 14.02 of the Base Indenture.If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of any Notes called for redemption have been madeavailable on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to theRedemption Date will be paid as specified in such notice.

1

Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, the Company will be obligated to offer to repurchase this Note in the manner and subject tothe conditions provided in the Indenture.

Additional Issues

The Company may from time to time, without notice to or the consent of the holders of the Notes, create and issue additional Notes. Any such additionalNotes will rank equally in right of payment with the Notes and will have the same interest rate, maturity date and other terms as the Notes herein provided for,except for the issue date, the public offering price, the payment of interest accruing prior to the issue date or except for the first payment of interest following theissue date of such additional Notes. Any such additional Notes, together with the Notes herein provided for, will constitute a single series of Securities under theIndenture. Any additional Notes may be issued by or pursuant to a supplement to the Indenture.

Transfer and Exchange

The transfer of the Notes may be registered and Notes may be exchanged as provided in the Indenture.

Sinking Fund

The Notes will not be subject to any sinking fund.

Default

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner,with the effect and subject to the conditions provided in the Indenture.

Miscellaneous

The registered holder of a Note may be treated as its owner for all purposes.

Unless otherwise required by mandatory provisions of escheat or abandoned or unclaimed property laws, any moneys deposited with the Trustee or anyPaying Agent, or then held by the Company, for the payment of principal of, premium, if any, or interest on this Note that remains unclaimed for two years after thedate upon which such payment shall have become due, shall be repaid to the Company by the Trustee or by such Paying Agent on demand; or, if then held by theCompany, shall be discharged from such trust. After that time, the holder of this Note shall, unless otherwise required by mandatory provisions of applicableescheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment to which such holder may be entitled to collect.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absoluteand unconditional, to pay the principal of, and any premium and any interest on, this Note at the place, rate and respective times and in the coin or currency hereinand in the Indenture prescribed.

As provided in the Indenture and subject to the satisfaction of certain conditions therein set forth, including the deposit of certain trust funds in trust, at theCompany’s option, either the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and the obligations under, the Notesand to have satisfied all the obligations (with certain exceptions) under the Indenture relating to the Notes or the Company shall cease to be under any obligation tocomply with any term, provision or condition of certain restrictive covenants or provisions with respect to the Notes.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Notes may beexchanged for a like aggregate principal amount and stated maturity of Notes of other authorized denominations at the office or agency of the Company in thecontinental United States, designated for such purpose by the Company (on the date hereof, the principal Corporate Trust Office of the Trustee, located at 100 WallStreet, Suite 1600, New York, New York 10005), and in the manner and subject to the limitations provided in the Indenture.

2

Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, any Paying Agent and any Security registrar shall deem and treatthe person in whose name this Note is registered upon the books of the Company on the applicable record date as the absolute owner hereof (whether or not thisNote is overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal of,premium, if any, and interest on such Security and for all other purposes; and neither the Company nor the Trustee nor any Paying Agent nor any Security registrarshall be affected by any notice to the contrary.

This Note shall be construed in accordance with and governed by the internal law of the State of New York without giving effect to applicable principles ofconflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

3

O PTION OF H OLDER TO E LECT P URCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, check the box below:

☐ Section 6.03

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 6.03 of the First Supplemental Indenture, state the amountyou elect to have purchased:

$

Date:

Your Signature:

(Sign exactly as your name appears

on the face of this Note)

Tax Identification No.:

Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

Exhibit 5.1

Suite 2800, 1100 Peachtree Street NEAtlanta, GA 30309-4528

t 404 815 6500 f 404 815 6555

March 14, 2017

Delta Air Lines, Inc.1030 Delta BoulevardAtlanta, Georgia 30354

Re:  Offering Pursuant to Registration Statement on Form  S-3

Ladies and Gentlemen:

We have acted as counsel to Delta Air Lines, Inc., a Delaware corporation (“ Delta ”), in connection with the public offering by Delta of (i) $1,000,000,000aggregate principal amount of its 2.875% Notes due 2020 and (ii) $1,000,000,000 aggregate principal amount of its 3.625% Notes due 2022 (collectively, the “Notes ”). The Notes will be issued pursuant to an indenture dated as of March 6, 2017 (the “ Base Indenture ”) by and between Delta, as issuer, and U.S. BankNational Association, as trustee (the “ Trustee ”), as amended by a First Supplemental Indenture dated the date hereof (together with the Base Indenture, the “ 2017Indenture ”). The offer and sale of Notes have been registered pursuant to Delta’s Registration Statement on Form S-3 (File No. 333-216463) (the “ RegistrationStatement ”) filed on March 6, 2017 with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “1933 Act ”). Delta has entered into an Underwriting Agreement dated March 9, 2017 with J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman, Sachs &Co. and Morgan Stanley & Co. LLC, for themselves and on behalf of the Underwriters listed on Schedule 1 thereto (the “ Underwriting Agreement ”), relating tothe sale of the Notes.

In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such records, certificates ofcorporate officers and government officials, instruments and other documents, as we have deemed necessary or appropriate for purposes of this opinion. As to anyfacts material to the opinions expressed herein, we have relied upon statements and representations of officers and other representatives of Delta and others, withoutindependent verification of their accuracy.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submittedto us as originals and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. Inmaking our examination of documents executed or to be executed, we have assumed that the parties thereto (other than Delta) had or will have the power, corporateor other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and executionand delivery by such parties of such documents and the validity and binding effect thereof on such parties.

Delta Air Lines, Inc.March 14, 2017Page 2

In rendering our opinions below, we have also assumed that: (i) the Trustee is and has been duly organized, validly existing and in good standing under thelaws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the 2017 Indenture; (ii) the 2017 Indenture has been dulyauthorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, the Trustee, enforceable against the Trustee in accordance with itsterms; (iii) the Trustee is in compliance, generally and with respect to acting as a trustee under the 2017 Indenture, with all applicable laws and regulations; (iv) theTrustee had and has the requisite organizational and legal power and authority to perform its obligations under the 2017 Indenture; and (v) the Notes will be dulyauthenticated by the Trustee in the manner provided in the 2017 Indenture.

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Notes, when executed by Delta and authenticated bythe Trustee in accordance with the provisions of the 2017 Indenture and delivered and paid for as provided in the Underwriting Agreement, will be legal, valid andbinding obligations of Delta, enforceable against Delta in accordance with their terms.

We are opining herein as to the effect on the subject transaction only of the federal laws of the United States and the General Corporation Law of the State ofDelaware (and the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law) and thelaws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

Our opinions set forth above are subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or otherlaws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and (ii) general principles of equity (whether applied in aproceeding at law or in equity) including, without limitation, standards of materiality, good faith fair dealing and reasonableness in the interpretation andenforcement of contracts and the discretion of the court before which any proceeding may be brought, and the application of such principles to limit the availabilityof equitable remedies such as specific performance.

This opinion has been prepared for your use in connection with the offer and sale of the Notes pursuant to the registration requirements of the 1933 Act. Weconsent to your filing this opinion as an exhibit to Delta’s Current Report on Form 8-K, filed March 14, 2017, which is incorporated by reference in theRegistration Statement, and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein. In giving this consent, wedo not hereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

Delta Air Lines, Inc.March 14, 2017Page 3

In giving the opinions set forth above we have relied upon the opinion letter, dated as of the date hereof, of Alan T. Rosselot, Esq., Assistant GeneralCounsel of Delta, as to all matters covered thereby. Accordingly, the opinions set forth above are subject to the limitations, assumptions and qualifications set forthin such other opinion letter.

Very truly yours,

KILPATRICK TOWNSEND & STOCKTON LLP

By: W. Benjamin Barkley W. Benjamin Barkley, a Partner

Exhibit 5.2

Delta Air Lines, Inc.Department 981Post Office Box 20574Atlanta, GA 30320-2574

March 14, 2017

Delta Air Lines, Inc.1030 Delta BoulevardAtlanta, Georgia 30354 Re: Delta Air Lines, Inc.

2.875% Notes Due 20203.625% Notes Due 2022

Ladies and Gentlemen:

I am Assistant General Counsel of Delta Air Lines, Inc., a Delaware corporation (the “ Company ”), and have acted as such in connection with theRegistration Statement on Form S-3 (Registration No. 333-216463) (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ SEC”) under the Securities Act of 1933, as amended (the “ 1933 Act ”), and in connection with the issuance and sale by the Company today of (i) $1,000,000,000aggregate principal amount of its 2.875% Notes due 2020 and (ii) $1,000,000,000 aggregate principal amount of its 3.625% Notes due 2022 (collectively, the “Notes ”) pursuant to the Underwriting Agreement, dated March 9, 2017 (the “ Underwriting Agreement ”), by and among the Company, as issuer, and J.P. MorganSecurities LLC, Barclays Capital Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, for themselves and as representatives of the several otherunderwriters named therein. The Notes will be issued pursuant to an indenture dated as of March 6, 2017 (the “ Base Indenture ”) by and between Delta, as issuer,and U.S. Bank National Association, as trustee (the “ Trustee ”), as amended by a First Supplemental Indenture dated as of the date hereof (the “ First SupplementalIndenture , and together with the Base Indenture, the “ 2017 Indenture ”). As used herein, the term “ Prospectus ” means the final prospectus supplement relating tothe Notes in the form filed with the SEC pursuant to Rule 424(b) under the 1933 Act effective March 13, 2017.

In so acting, I or other counsel under the general supervision of the Chief Legal Officer of the Company have examined the Registration Statement, theProspectus, the Base Indenture and the First Supplemental Indenture and have also examined and relied upon the representations and warranties contained thereinor made pursuant thereto, and on certificates of officers of the Company and of public officials as to factual matters, and upon the originals, or copies certified orotherwise identified to my satisfaction, of such records, documents and other instruments as in my judgment are necessary or advisable to enable me to render theopinion expressed below. In all such examinations, I have assumed the genuineness of all signatures (other than those on behalf of the Company), the legal capacityof natural persons, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me ascertified or copies, and as to certificates and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to beaccurate.

Based on the foregoing and subject to the assumptions and qualifications set forth below, I am of the following opinion:

1. The Company is validly existing as a corporation in good standing under the laws of the State of Delaware.

2. The Company has the corporate power and authority under Delaware law to execute, deliver and perform its obligations under the Base Indentureand the First Supplemental Indenture.

3. The Base Indenture, the First Supplemental Indenture and the Notes have been duly authorized, validly executed and delivered by the Company.

The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, the applicable provisions of the DelawareConstitution, and the reported judicial decisions interpreting these laws, and the federal laws of the United States, except that I express no opinion with respect tothe antitrust, bankruptcy, environmental, securities or tax laws of any jurisdiction, and no opinion is expressed with respect to the laws of any other jurisdiction orany effect which such law may have on the opinions expressed herein.

This opinion letter is limited to the matters stated, and no opinion is implied or may be inferred beyond those opinions expressly stated herein. The opinionsexpressed herein are rendered only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts, circumstances, events ordevelopments which hereafter may be brought to my attention and which may alter, affect or modify such opinions. In connection with the issuance of the Notes,Kilpatrick Townsend & Stockton LLP and White & Case LLP may receive a copy of this letter and rely on the opinions set forth herein.

I hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated byreference in the Registration Statement and the reference to my name under the caption “Legal Matters” in the Prospectus. In giving such consent, I do not therebyconcede that I am within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Alan T. RosselotAssistant General Counsel