Filed Pursuant to Rule 433
Registration No. 333-167811
November 15, 2010
Delta Air Lines, Inc. (“Delta”)
(NYSE Symbol: DAL)
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| Securities: |
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Pass Through Certificates, Series 2010-2A
(the “Class A Certificates”) |
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| Preliminary Prospectus Supplement: |
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Delta has prepared and
filed with the SEC a
Preliminary Prospectus
Supplement, dated November
15, 2010 (the “Preliminary
Prospectus Supplement”),
which includes additional
information regarding the
Class A Certificates.
Terms used but not defined
herein shall have the
meanings set forth in the
Preliminary Prospectus
Supplement. |
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| Ratings: |
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It is a condition to the
issuance of the Class A
Certificates that they be
rated by Moody’s and
Standard & Poor’s at not
less than the ratings set
forth in the table below: |
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| Moody’s: |
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Baa2 |
| Standard & Poor’s: |
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A- |
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| Public Offering Price: |
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100% |
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| Coupon/Stated Interest Rate: |
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4.95% |
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| Make-Whole Spread over Treasuries: |
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0.50% |
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| Depositary Rating: |
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The Depositary currently
meets the Depositary
Threshold Rating
requirement. The Depositary
has Long-Term Ratings of
Aaa from Moody’s and AA
from Standard & Poor’s and
Short-Term Ratings of P-1
from Moody’s and A-1+ from
Standard & Poor’s. |
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| Class A Liquidity Provider Rating: |
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The Class A Liquidity
Provider currently meets
the Liquidity Threshold
Rating requirement. The
Class A Liquidity Provider
has Short-Term Ratings of
P-1 from Moody’s and A-1
from Standard & Poor’s. |
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Available Amount under the Class A Liquidity
Facility at November 23, 20111: |
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$ 33,553,118 |
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Initial “Maximum Commitment” under the Class A
Liquidity Facility: |
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$ 35,199,846
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| Underwriters’ Purchase Commitments: |
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| Credit Suisse Securities (USA) LLC: |
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$177,777,000 |
| Morgan Stanley & Co. Incorporated: |
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$177,777,000 |
| Deutsche Bank Securities Inc. |
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$ 47,407,200 |
| Merrill Lynch, Pierce, Fenner & Smith |
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$ 23,703,600 |
| Incorporated |
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| Credit Agricole Securities (USA) Inc. |
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$ 23,703,600 |
| UBS Securities LLC |
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$ 23,703,600 |
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| Underwriting Commission: |
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$ 5,925,900 |
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| Concession to Selling Group Members: |
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0.50% |
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| Discount to Broker/Dealers: |
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0.25% |
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| Underwriting Agreement: |
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November 15, 2010 |
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| Settlement: |
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November 22, 2010 (T+5)
closing date, the
5th business day
following the date hereof. |
A rating is not a recommendation to purchase, hold or sell the Class A Certificates, and such
rating does not address market price or suitability for a particular investor. There can be no
assurance that the ratings assigned on the Issuance Date by Moody’s and Standard & Poors’ to the
Class A Certificates referred to above will not be lowered or withdrawn by one or more rating
agencies.
The issuer has filed a registration statement (including a prospectus) and a related prospectus
supplement with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus in that registration statement, the prospectus supplement and other
documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and prospectus supplement if you request them by calling
Credit Suisse toll-free 1-800-221-1037; Morgan Stanley toll-free 1-866-718-1649 (institutional
investors) or Deutsche Bank Securities toll-free 1-800-503-4611.
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| 1 |
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The first Regular Distribution Date to occur after the
Outside Termination Date, which is the last date that all Aircraft may be
subjected to the financing of this offering. |