Shearman & Sterling represented Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, and Wells Fargo Securities, LLC as underwriters in connection with Delta Air Lines, Inc.’s $292,750,000 public offering of Pass Through Certificates, Series 2011-1A. Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and Morgan Stanley & Co. Incorporated acted as joint bookrunning managers, and Wells Fargo Securities, LLC acted as co-manager for the offering.

The proceeds from the sale of the Class A Certificates will initially be held in escrow and deposited with the Depositary, pending the financing of each aircraft under an Indenture. The Class A Trust will withdraw funds from such escrow to acquire from Delta the Series A Equipment Notes to be issued as the aircraft are subjected to the related Indentures.

The following Shearman & Sterling team advised the underwriters in the transaction: partners Abigail Arms (Washington DC-Capital Markets), and John Sykes (New York-Tax); of counsel Ji Hoon Hong (New York-Capital Markets); counsel Jung-Kyu McCann (Menlo Park-Capital Markets); and associates Phillip Monk (Menlo Park-Capital Markets), Luna Bloom (New York-Capital Markets), Marcia Dawes (New York-Finance) and Douglas Jones (New York-Tax).