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<SEC-DOCUMENT>/in/edgar/work/0000950144-00-013097/0000950144-00-013097.txt : 20001109
<SEC-HEADER>0000950144-00-013097.hdr.sgml : 20001109
ACCESSION NUMBER:		0000950144-00-013097
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000925
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001108

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DELTA AIR LINES INC /DE/
		CENTRAL INDEX KEY:			0000027904
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4512
]		IRS NUMBER:				580218548
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K/A
			SEC ACT:		
			SEC FILE NUMBER:	001-05424
			FILM NUMBER:		755309
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		HARTSFIELD ATLANTA INTL AIRPORT
				STREET 2:		1030 DELTA BLVD
				CITY:			ATLANTA
				STATE:			GA
				ZIP:			30320-6001
				BUSINESS PHONE:		4047152600
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		1030 DELTA BLVD
					STREET 2:		DEPT 971
					CITY:			ATLANTA
					STATE:			GA
					ZIP:			30320-6001
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	DELTA AIR CORP
						DATE OF NAME CHANGE:	19660908
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>g65071a1e8-ka.txt
<DESCRIPTION>DELTA AIR LINES, INC.
<TEXT>

<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): September 25, 2000



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



          Delaware                    1-5424                   58-0218548
- --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission              (IRS Employer
       of incorporation)            File Number)           Identification No.)



        Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
        ----------------------------------------------------------------
                    (Address of principal executive offices)



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


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)
<PAGE>   2

ITEM 5.  OTHER EVENTS

RECENT FINANCIAL RESULTS

         Delta Air Lines, Inc. (Delta) is filing herewith as Exhibit 99.1 its
unaudited Consolidated Statements of Income for the three months ended September
30, 2000 and 1999, which are incorporated herein by reference.

AIRPORT FACILITIES PROJECT AT JOHN F. KENNEDY INTERNATIONAL AIRPORT

         On October 18, 2000, Delta announced plans for a $1.6 billion terminal
expansion and redevelopment project at New York's John F. Kennedy International
Airport ("JFK"). The project involves three existing facilities at JFK:
Terminals 2 and 3, which Delta uses for both domestic and international
operations under a long-term lease with the Port Authority of New York and New
Jersey ("Port"); and Terminal 4, which a private company, JFK International Air
Terminal LLC ("IAT"), leases from the Port and is expanding.

         Delta's expansion and redevelopment plans include entering into a
lease and development agreement with IAT whereby IAT will further expand
Terminal 4 and Delta will occupy over one-half of the expanded facility
pursuant to a long-term lease. Upon completion of this part of the project,
Delta plans to operate its international flights from Terminal 4. Delta also
plans to expand Terminal 2, which will serve as Delta's domestic and regional
jet facility; to build a connector between Terminal 4 and Terminal 2; and to
demolish Terminal 3 to accommodate the expansion of Terminal 2 and to provide
Delta with offgate aircraft parking. When completed, the combined facility will
include up to 46 gates for Delta's use.

         This project is subject to a number of conditions, including (1) the
execution of a definitive lease agreement and related documents between Delta
and IAT for Delta's use of Terminal 4 facilities; (2) obtaining consents and
various other agreements from third parties, including the Port and the City of
New York; (3) obtaining certain environmental and other land use approvals; and
(4) the completion of a financing plan that is mutually acceptable to Delta and
IAT. If all conditions are timely satisfied, construction is targeted to begin
in June of 2001, and to be completed in 2004.

LABOR DEVELOPMENTS

         In October 2000, Delta's approximately 11,000 ramp and cargo employees
rejected representation by the Transport Workers Union of America, with 19% of
the employees voting for union representation.

         The National Mediation Board ("NMB") has authorized an election to
determine whether to certify the International Association of Machinists and
Aerospace Workers ("IAM") as the collective bargaining representative of the
approximately 300 mechanics and related employees of Atlantic Southeast
Airlines, Inc. ("ASA"). The NMB will mail ballots to covered employees on
November 15, 2000, and plans to announce the results of the vote on December 15,
2000. For the IAM to be certified as the representative of these employees, more
than 50% of the employees must vote for union representation.

         For additional information regarding collective bargaining matters at
Delta, ASA and Comair, Inc., see "Collective Bargaining Matters" on pages 30-31
of Delta's 2000 Annual Report to Shareowners, and "Personnel" on page 7 of
Delta's Annual Report on Form 10-K for the year ended June 30, 2000 ("2000 Form
10-K").


                                      -2-
<PAGE>   3

TRANSACTIONS WITH PRICELINE.COM INCORPORATED

         At September 30, 2000, Delta held a warrant which, subject to certain
conditions, gives Delta the right to purchase up to 5.5 million shares of common
stock of priceline.com ("priceline") for $56.625 per share. On November 2, 2000,
Delta and priceline amended their warrant agreement (1) to reduce to 4.7 million
the number of shares of priceline common stock covered by the warrant; (2) to
reduce Delta's per share purchase price for those shares to $4.72; and (3)
to provide that Delta may not sell or otherwise transfer more than 50% of the
warrant or the underlying shares until November 2, 2001.

OTHER MATTERS

         On October 20, 2000, the Superior Court of Fulton County, Georgia
approved the settlement of the ASA shareowner litigation described on pages
11-12 of Delta's 2000 Form 10-K. The time for appealing the Superior Court's
order has not yet expired.

         On September 25, 2000, the Circuit Court of Boone County, Kentucky
approved the settlement of the Comair shareowner litigation described on page 12
of the Delta's 2000 Form 10-K. The time for appealing the Circuit Court's order
has now expired.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits. The Exhibit Index on page 5 is hereby incorporated
by reference. Exhibit 25.1 is being filed as an Exhibit in connection with, and
incorporated by reference into, Delta's Registration Statement on Form S-3
(Registration No. 333-30974). The Registration Statement and the Preliminary
Prospectus Supplement, dated November 2, 2000, to the Prospectus dated February
23, 2000, related to the offering by Delta of Pass Through Certificates, Series
2000-1.


                                      -3-
<PAGE>   4

                                    SIGNATURE


         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
undersigned hereunto duly authorized.


                              DELTA AIR LINES, INC.


                          BY:    /s/ Edward H. Bastian
                              ----------------------------------------------
                              Edward H. Bastian
                              Senior Vice President - Finance and Controller



Date:  November 7, 2000


                                       -4-

<PAGE>   5
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.  Description
- -----------  -----------
<S>      <C>
4.1          First Amendment dated as of October 27, 2000 to Credit Agreement
             dated as of May 2, 1997, by and among Delta, Certain Banks and Bank
             of America, N.A., successor to NationsBank, N.A. (South), as Agent
             Bank.

4.2          First Amendment dated as of October 27, 2000 to Credit Agreement
             dated as of March 22, 1999, among Delta, Certain Banks, Citibank,
             N.A., as Syndication Agent, and The Chase Manhattan Bank, as
             Administrative Agent.

25.1         Form T-1 Statement of Eligibility under the Trust Indenture Act of
             1939, as amended, of State Street Bank and Trust Company of
             Connecticut, National Association, as Pass Through Trustee for the
             Pass Through Certificates, Series 2000-1.

99.1         Delta's unaudited consolidated statements of income for the three
             month periods ended September 30, 2000 and 1999.
</TABLE>



                                      -5-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>g65071a1ex4-1.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.1

                      FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 27, 2000
by and among DELTA AIR LINES, INC., a corporation organized under the laws of
the State of Delaware (the "Company"), the Banks appearing on the signature
pages hereof (the "Banks") and BANK OF AMERICA, N.A., successor to NationsBank,
N.A. (South), as Agent Bank (the "Agent Bank").

         WHEREAS, the Company, the Banks and the Agent Bank entered into that
certain Credit Agreement dated as of May 2, 1997 (the "Credit Agreement")
pursuant to which the Banks made certain financial accommodations available to
the Company;

         WHEREAS, the Company has requested that the Banks and the Agent Bank
amend the Credit Agreement in certain respects; and

         WHEREAS, the Banks and the Agent Bank are willing to so amend the
Credit Agreement on the terms and conditions set forth herein.

         NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto agree as follows:

         SECTION 1.  AMENDMENT TO CREDIT AGREEMENT.

         The Credit Agreement is hereby amended by deleting Section 8.1 thereof
in its entirety and substituting in lieu thereof the following:

                  "SECTION 8.1.  LIENS.

                           Create, assume or suffer to exist any
                  mortgage, pledge, encumbrance, lien or charge of any
                  kind (collectively, "Liens") upon any of its
                  property or assets, whether now owned or hereafter
                  acquired, except: (i) Liens where the aggregate
                  indebtedness secured by such Liens at any time does
                  not exceed the sum of (a) the greater of
                  $3,000,000,000 or fifteen percent (15%) of Equity
                  plus (b) the amount outstanding under the
                  obligations described on Schedule I hereof as
                  "Secured"; (ii) liens for taxes not yet due or which
                  are being contested in good faith; (iii) other
                  liens, charges and encumbrances incidental to the
                  conduct of its business or the ownership of its
                  property and assets which were not incurred to
                  secure the repayment of borrowed money or other
                  advances or credit, and which do not in the
                  aggregate materially detract from the value of its
                  property or assets or materially impair the use
                  thereof in the operation of its business; (iv) liens
                  imposed by law, such as carriers', warehousemen's,
                  mechanics', materialmen's and vendors' liens, for
                  sums not yet due or already due but the validity of
                  which is being contested in good faith; (v) Liens on
                  property or assets of a Subsidiary to secure
                  obligations of
<PAGE>   2

                  such Subsidiary to the Company or another
                  Subsidiary; (vi) Liens required by Section 7.6
                  hereof; and (vii) Liens on aircraft or aircraft
                  engines owned by the Company or any Subsidiary on or
                  before October 27, 2000 or thereafter acquired by
                  the Company or any Subsidiary, in either case to
                  secure the payment of all or any part of the
                  purchase price thereof or to secure any obligation
                  incurred or for which a firm commitment is obtained
                  prior to, at the time of, or after, the acquisition
                  of such property for the purpose of financing all or
                  any part of the purchase price thereof; provided,
                  however, that in the case of this clause (vii), (A)
                  the related indebtedness shall be permitted under
                  Section 8.2 hereof; (B) any such Lien shall attach
                  only to such aircraft and aircraft engines so
                  acquired or to be acquired; (C) the Lien securing
                  such indebtedness shall be created within 180 days
                  of such acquisition; (D) no Default or Event of
                  Default shall then exist or be created thereby; and
                  (E) in the case of any Liens covering aircraft or
                  aircraft engines owned by the Company or any
                  Subsidiary on or before October 27, 2000, the
                  aggregate indebtedness secured thereby shall not at
                  any time exceed $1,500,000,000."

         SECTION 2. EFFECTIVENESS OF AMENDMENT. This First Amendment shall not
be effective until the date (the "Amendment Effective Date") the following
conditions precedent to effectiveness shall be satisfied:

         (a)      (i) this First Amendment shall be executed and delivered by
the Company, the Agent Bank and each of the Banks and (ii) delivery of a notice
from the Agent Bank to the Banks and the Company that this First Amendment has
been fully executed by all parties hereto; and

         (b)      the Agent Bank shall have received a certificate from the
Treasurer of the Company certifying that, after giving effect to this First
Amendment, no Default or Event of Default under the Credit Agreement will be in
existence.

         SECTION 3. REPRESENTATIONS AND WARRANTIES.

         (a)      In order to induce the Agent Bank and the Banks to enter into
this First Amendment, the Company hereby reaffirms each of the representations
and warranties of the Company contained in the Credit Agreement as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and accurate on and as of such earlier date).

         (b)      The Company represents and warrants to the Agent Bank and the
Banks that, after giving effect to this First Amendment, no Default or Event of
Default has occurred and is continuing under the Credit Agreement.

         (c)      The execution, delivery and performance of this First
Amendment by the Company does not require the consent of any other Person under
any document, instrument or agreement to which the Company is a party or under
which the Company is bound.


                                       2
<PAGE>   3

         SECTION 4. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
Credit Agreement in the Credit Agreement, the Notes or any of the other
instruments, agreements, certificates or other documents executed in connection
therewith (collectively, the "Loan Documents"), shall be deemed to be a
reference to the Credit Agreement, as amended by this First Amendment, and as
the same may be further amended, restated, supplemented or otherwise modified
from time to time in accordance with Section 12.4 of the Credit Agreement.
Further, the Company acknowledges and agrees that all references to
"NationsBank, N.A. (South)" in its individual capacity or in its capacity as
Agent Bank (and any defined term used to designate "NationsBank, N.A. (South)"
in its individual capacity or in its capacity as Agent Bank) contained in the
Credit Agreement and the other Loan Documents shall be deemed to be references
to "Bank of America, N.A.".

         SECTION 5. EXPENSES OF AGENT BANK. The Company agrees to pay, on
demand, all costs and expenses incurred by the Agent Bank in connection with the
preparation, negotiation and execution of this First Amendment and any other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the costs
and fees of the Agent Bank's legal counsel and any taxes or expenses associated
with or incurred in connection with any instrument or agreement referred to
herein or contemplated hereby.

         SECTION 6. BENEFITS. This First Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

         SECTION 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

         SECTION 8. EFFECT. Except as expressly herein amended, the terms and
conditions of the Credit Agreement shall remain in full force and effect without
amendment or modification, express or implied. The entering into this First
Amendment by the Agent Bank and the Banks shall not be construed or interpreted
as an agreement by the Agent Bank or the Banks to enter into any future
amendment or modification of the Credit Agreement or any of the other Loan
Documents.

         SECTION 9. COUNTERPARTS; TELECOPIED SIGNATURES. This First Amendment
may be executed in any number of counterparts and by different parties to this
First Amendment on separate counterparts, each of which when so executed shall
be deemed to be an original and shall be binding upon all parties, their
successors and assigns. Any signature delivered or transmitted by a party by
facsimile transmission shall be deemed to be an original signature hereto.

         SECTION 10. FURTHER ASSURANCES. The Company agrees to take such further
actions as the Agent Bank shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.


                                        3
<PAGE>   4

         SECTION 11. SECTION TITLES. Section titles and references used in this
First Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto.

         SECTION 12. RELEASE OF CLAIMS. To induce the Agent Bank and the Banks
to enter into this First Amendment, the Company hereby releases, acquits and
forever discharges the Agent Bank and the Banks, and all officers, directors,
agents, employees, successors and assigns of the Agent Bank and the Banks, from
any and all liabilities, claims, demands, actions or causes or actions of any
kind or nature (if there be any), whether absolute or contingent, disputed or
undisputed, at law or in equity, or known or unknown, that the Company now has
or ever had against such Persons arising under or in connection with any of the
Loan Documents or otherwise.

         SECTION 13. DEFINITIONS. All capitalized terms which are used herein
and not otherwise defined herein shall have the meanings given such terms as set
forth in the Credit Agreement.


                    [SIGNATURES CONTAINED ON FOLLOWING PAGES]


                                        4
<PAGE>   5

         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement to be executed under seal by their duly authorized officers
as of the date above written.

                                 THE COMPANY:

                                 DELTA AIR LINES, INC.



                                 By:
                                    -------------------------------------------
                                    Title:
                                          -------------------------------------


                                 THE AGENT BANK:

                                 BANK OF AMERICA, N.A.



                                 By:
                                    -------------------------------------------
                                    Title:
                                          -------------------------------------


                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                        5
<PAGE>   6

             [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
            DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]


                                 THE BANKS:

                                 BANK OF AMERICA, N.A.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE CHASE MANHATTAN BANK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 CITIBANK N.A.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 ROYAL BANK OF CANADA



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 SUNTRUST BANK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                       6
<PAGE>   7

             [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
            DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]


                                 MITSUBISHI BANK AND TRUST



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 WACHOVIA BANK, N.A.


                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE BANK OF TOKYO-MITSUBISHI,
                                    LTD., NEW YORK BRANCH



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 CIBC INC.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE INDUSTRIAL BANK OF JAPAN, LTD.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                       7
<PAGE>   8

             [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
            DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]

                                 THE NORTHERN TRUST COMPANY



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 BANK OF MONTREAL


                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE BANK OF NEW YORK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------

                                 BAYERISCHE HYPO-UND VEREINSBANK AG,
                                   NEW YORK BRANCH



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE DAI-ICHI KANGYO BANK,
                                   LIMITED, NEW YORK BRANCH


                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 PNC BANK, N.A.


                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                       8
<PAGE>   9

             [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
            DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]


                                 SANWA BANK,



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE TOYO TRUST & BANKING
                                   CO., LTD.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 CREDIT LYONNAIS, NEW YORK BRANCH



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE FUJI BANK, LIMITED



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 KBC BANK NV



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                    [SIGNATURES CONTINUED ON FOLLOWING PAGES]


                                       9
<PAGE>   10

             [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
            DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]


                                 BANK ONE NA



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 FIRST STAR BANK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 THE SUMITOMO BANK, LIMITED



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 BANK OF SCOTLAND, NEW YORK



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                 BANK HAPOALIM B.M.



                                 By:
                                    -------------------------------------------
                                 Title:
                                       ----------------------------------------


                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>g65071a1ex4-2.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY


                                 FIRST AMENDMENT


         FIRST AMENDMENT, dated as of October 27, 2000 (this "Amendment"), to
the Credit Agreement, dated as of March 22, 1999, (the "Credit Agreement"),
among DELTA AIR LINES, INC., a Delaware corporation (the "Company"), the
financial institutions parties thereto (the "Banks"), CITIBANK, N.A., as
syndication agent (in such capacity, the "Syndication Agent") and THE CHASE
MANHATTAN BANK, as administrative agent for the Banks (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement, the Banks have agreed to
make, and have made, certain loans and other extensions of credit to the
Company; and

         WHEREAS, the Company has requested, and, upon this Amendment becoming
effective, the Majority Banks have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1.       Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         2.       Amendment to Section 1.1. Section 1.1 of the Credit Agreement
is hereby amended by adding thereto the following definitions in their
appropriate alphabetical order:

         "First Amendment" shall mean the First Amendment to this Agreement,
dated as of October 27, 2000.

         "First Amendment Effective Date" shall mean the Amendment Effective
Date (as defined therein) under the First Amendment.

         "Lien" shall have the meaning set forth in Section 7.1 hereof.

         3.       Amendment to Section 7.1. Section 7.1 of the Credit Agreement
is hereby amended by deleting said section in its entirety and substituting in
lieu thereof the following:


<PAGE>   2

                  SECTION  7.1 LIENS.

                  Create, assume or suffer to exist any mortgage, pledge,
         encumbrance, lien or charge of any kind (collectively, "Liens") upon
         any of its property or assets, whether now owned or hereafter acquired,
         except: (i) Liens where the aggregate indebtedness secured by such
         Liens at any time does not exceed the sum of (a) the greater of
         $3,000,000,000 or fifteen percent (15%) of Equity plus (b) the amount
         outstanding under the obligations described on Schedule I hereof as
         "Secured"; (ii) liens for taxes not yet due or which are being
         contested in good faith; (iii) other liens, charges and encumbrances
         incidental to the conduct of its business or the ownership of its
         property and assets which were not incurred to secure the repayment of
         borrowed money or other advances or credit, and which do not in the
         aggregate materially detract from the value of its property or assets
         or materially impair the use thereof in the operation of its business;
         (iv) liens imposed by law, such as carriers', warehousemen's,
         mechanics', materialmen's and vendors' liens, for sums not yet due or
         already due but the validity of which is being contested in good faith;
         (v) Liens on property or assets of a Subsidiary to secure obligations
         of such Subsidiary to the Company or another Subsidiary; (vi) any Lien
         required by Section 6.6 hereof; (vii) Liens on aircraft or aircraft
         engines owned by the Company or any Subsidiary on or before the First
         Amendment Effective Date or thereafter acquired by the Company or any
         Subsidiary, in either case to secure the payment of all or any part of
         the purchase price thereof or to secure any obligation incurred or for
         which a firm commitment is obtained prior to, at the time of, or after,
         the acquisition of such property for the purpose of financing all or
         any part of the purchase price thereof; provided, however, that in the
         case of this clause (vii), (A) the related indebtedness shall be
         permitted under 7.2 hereof; (B) any such Lien shall attach only to such
         aircraft and aircraft engines so acquired or to be acquired; (C) the
         Lien securing such indebtedness shall be created within 180 days of
         such acquisition; (D) no Default or Event of Default shall then exist
         or be created thereby; and (E) in the case of any Liens covering
         aircraft or aircraft engines owned by the Company or any Subsidiary on
         or before the First Amendment Effective Date, the aggregate
         indebtedness secured thereby shall not at any time exceed
         $1,500,000,000.

         4.       Conditions to Effectiveness. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which the Company and
the Majority Banks shall have executed and delivered to the Administrative Agent
this Amendment.

         5.       Representations and Warranties. The Company hereby represents
and warrants to the Banks and the Administrative Agent that the representations
and warranties made by the Company in the Credit Agreement are true and correct
in all material respects on and as of the Amendment Effective Date, before and
after giving effect to the effectiveness of this Amendment, as if made on and as
of the Amendment Effective Date.


                                       2
<PAGE>   3

         6.       Continuing Effect. Except as expressly amended, modified and
supplemented hereby, the provisions of the Credit Agreement are and shall remain
in full force and effect in accordance with its terms. This Amendment shall not
constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of the Company that would require an
amendment, waiver or consent of the Administrative Agent or the Banks except as
expressly stated herein. Any reference to the "Credit Agreement" in any
documents related to the Credit Agreement shall be deemed to be a reference to
the Credit Agreement as amended by this Amendment.

         7.       Governing Law. This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.

         8.       Counterparts. This Amendment may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Company and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.


                                       3
<PAGE>   4
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.

                                      DELTA AIR LINES, INC.



                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:


                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:




                                      THE CHASE MANHATTAN BANK



                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:

                                      -----------------------------------------



                                      By:
                                         --------------------------------------
                                      Name:
                                      Title:



                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>4
<FILENAME>g65071a1ex25-1.txt
<DESCRIPTION>FORM T-1 STATEMENT OF ELIGIBILITY
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1
                                    --------

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                Check if an Application to Determine Eligibility
                   of a Trustee Pursuant to Section 305(b)(2)


    STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

             Connecticut                                       06-1304336
  (Jurisdiction of incorporation or                         (I.R.S. Employer
organization if not a U.S. national bank)                  Identification No.)

         225 Asylum Street, Goodwin Square, Hartford, Connecticut 06103
             (Address of principal executive offices)          (Zip Code)

   Maureen Scannell Bateman, Esq. Executive Vice President and General Counsel
                225 Franklin Street, Boston, Massachusetts 02110
                                 (617) 654-3253
            (Name, address and telephone number of agent for service)


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

          Delaware
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

                    HARTSFIELD ATLANTA INTERNATIONAL AIRPORT
                             ATLANTA, GEORGIA 30320
               (Address of principal executive offices) (Zip Code)

                              --------------------

                    DELTA AIR LINES PASS THROUGH CERTIFICATES
                                  SERIES 2000-1
                         (Title of indenture securities)

<PAGE>   2


                                     GENERAL

ITEM 1.  GENERAL INFORMATION.

         FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

         (A)      NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
                  WHICH IT IS SUBJECT.

                  Comptroller of the Currency
                  Treasury Department of the United States
                  Washington, D.C.

                  Board of Governors of the Federal Reserve System
                  Washington, D.C.

                  Federal Deposit Insurance Corporation
                  Washington, D. C.

         (B)      WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
                  Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

                  The obligor is not an affiliate of the trustee or of its
parent, State Street Boston Corporation.

                  (See note on page 2.)

ITEM 3. THROUGH ITEM 15.   NOT APPLICABLE.

ITEM 16. LIST OF EXHIBITS.

         LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

         1.       A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN
EFFECT.

                  A copy of the Articles of Association of the trustee as now in
                  effect incorporated herein by reference to Exhibit T-1.1 filed
                  with Form T-1 Statement, Registration No. 33-40617.

         2.       A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO
COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.

                  A copy of the Certificate of the Comptroller of the Currency.

         3.       A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE
CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS
SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.

                  A copy of the Certification of Fiduciary Powers (included in
Exhibit 2).

         4.       A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.

                  A copy of the existing by-laws of the trustee incorporated
                  herein by reference to Exhibit T-1.1 filed with Form T-1
                  Statement, Registration No. 33-40617.


                                        1


<PAGE>   3
         5.       A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR
IS IN DEFAULT.

                  Not applicable.

         6.       THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED
BY SECTION 321(B) OF THE ACT.

                  The consent of the trustee required by Section 321(b) of the
Act is annexed hereto as Exhibit 6 and made a part hereof.


         7.       A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR
EXAMINING AUTHORITY.

                  A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising or examining
authority is annexed hereto as Exhibit 7 and made a part hereof.

                                      NOTES

         In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

         The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company of Connecticut,
National Association, a national banking association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Boston and The Commonwealth of Massachusetts, on
the 1ST DAY OF NOVEMBER, 2000.


                                    STATE STREET BANK AND TRUST COMPANY OF
                                    CONNECTICUT, NATIONAL ASSOCIATION

                                    By: /s/ Peter M. Murphy
                                       --------------------------------------
                                    NAME  Peter M. Murphy
                                    TITLE Assistant Secretary


                                       2
<PAGE>   4
                                 EXHIBIT 1 AND 2


(COMPTROLLER OF THE CURRENCY ADMINISTRATOR OF NATIONAL BANKS--LETTERHEAD)

I Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1.       The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering, regulation and supervision
of all National Banking Associations.

2.       "State Street Bank and Trust Company of Connecticut, National
Association", Hartford, Connecticut, (Charter No. 22272), is a National Banking
Association formed under the laws of the United States and is authorized
thereunder to transact the business of banking and exercise Fiduciary Powers on
the date of this Certificate.

                                      IN TESTIMONY WHEREOF, I have
                                      hereunto subscribed my name and
                                      caused my seal of office to be
                                      affixed to these presents at the
                                      Treasury Department, in the City
                                      of Washington and District of
                                      Columbia, this 1st day of
                                      April, 1998.


                                       /s/ Eugene A. Ludwig
                                      -----------------------------------------
                                      Comptroller of the Currency



<PAGE>   5

                                    EXHIBIT 6


                             CONSENT OF THE TRUSTEE

         Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issuance by DELTA AIR
LINES, Inc. of its DELTA AIR LINES PASS THROUGH CERTIFICATES, SERIES 2000-1 we
hereby consent that reports of examination by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.

                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT, NATIONAL ASSOCIATION


                                        By: /s/ Peter M. Murphy
                                            ----------------------------
                                        NAME  Peter M. Murphy
                                        TITLE Assistant Secretary

DATED: November 1, 2000


<PAGE>   6


                                   EXHIBIT 7

<TABLE>
<S>                                                                     <C>
Legal Title of Bank:  State Street Bank and Trust Company of CT, N.A.   Call Date: June 30, 2000
Address:              Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip       Hartford, CT 06103
FDIC Certificate No.: 33132
</TABLE>

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2000

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
                                                                                                          Thousands of
ASSETS                                                                                                    Dollars
<S>                                                                                                       <C>
Cash and balances due from depository institutions:
           Noninterest-bearing balances and currency and coin............................................    12,589
                             Interest-bearing balances ..................................................         0
Securities:
                               Held-to-maturity balances ................................................         0
                             Available-for-sale securities ..............................................        90
                               Federal funds sold and securities purchased under agreements to resell ...         0
Loans and lease financing receivables:
         Loans and leases, net of unearned income .......................................................         0
         LESS: Allowance for loan and lease losses ......................................................         0
         LESS: Allocated transfer risk reserve ..........................................................         0
Loans and leases, net of unearned income, allowance, and reserve ........................................         0
Trading assets ..........................................................................................         0
Premises and fixed assets (including capitalized leases) ................................................       143
Other real estate owned .................................................................................         0
Investments in unconsolidated subsidiaries and associated companies .....................................         0
Customers' liability to this bank on acceptances outstanding ............................................         0
Intangible assets .......................................................................................     1,297
Other assets ............................................................................................     2,731
Total assets ............................................................................................    16,850
Losses deferred pursuant to 12 U.S.C 1823(j) ............................................................         0
Total assets and losses deferred pursuant to 12 U.S.C. 1823(j) ..........................................    16,850
</TABLE>

















<PAGE>   7


<TABLE>
<S>                                                                       <C>
Legal Title of Bank:  State Street Bank and Trust Company of CT, N.A.     Call Date: June 30, 2000
Address:              Goodwin Square, 225 Asylum Street, Floor 29
City, State Zip       Hartford, CT 06103
FDIC Certifcate No.:  33132
</TABLE>


Schedule RC - Continued



<TABLE>
<CAPTION>
LIABILITIES
<S>                                                                                                   <C>
Deposits:
         In domestic offices ..................................................................           0
                Noninterest-bearing ...........................................................           0
                Interest-bearing ..............................................................           0
         In foreign offices, Edge and Agreement subsidiaries, and IBFs ........................           0
                Noninterest-bearing ...........................................................           0
                Interest-bearing ..............................................................           0
Federal funds purchased and securities sold under agreements to repurchase ....................           0
Demand notes issued to the U.S. Treasury ......................................................           0
Trading Liabilities ...........................................................................           0
Other borrowed money ..........................................................................           0
         with a remaining maturity of one year or less ........................................           0
         with a remaining maturity of more than one year through three years ..................           0
         with a remaining maturity of more than three years ...................................           0
Bank's liability on acceptances executed and outstanding ......................................           0
Other liabilities .............................................................................       9,544
Total liabilities .............................................................................       9,544

EQUITY CAPITAL

Perpetual preferred stock and related surplus .................................................           0
Common stock ..................................................................................         500
Surplus .......................................................................................       2,605
Undivided profits and capital reserves ........................................................       4,201
Net unrealized holding gains (losses) on available-for-sale securities ........................           0
Accumulated net gains (losses) on cash flow hedges ............................................           0
Cumulative foreign currency translation adjustments ...........................................           0
Total equity capital ..........................................................................       7,306
Total liabilities, equity capital .............................................................      16,850
                                                                                                     ======
</TABLE>

<PAGE>   8

We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

                                        Bryan Calder
                                        Geraldine Walsh
                                        Chris A. Hayes


I, Chris A. Hayes, Senior Vice President, Director and Chairperson of the Board,
of the above named bank do hereby declare that the Report of Condition is true
and correct to the best of my knowledge and belief.

                                        Chris A. Hayes


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>g65071a1ex99-1.txt
<DESCRIPTION>UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.1


                              DELTA AIR LINES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                        (IN MILLIONS, EXCEPT SHARE DATA)


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                             SEPTEMBER 30
                                                                  ------------------------------------
                                                                      2000                   1999
                                                                  -------------          -------------
<S>                                                          <C>                         <C>
OPERATING REVENUES:

      Passenger                                                   $       4,050           $       3,593

      Cargo                                                                 141                     140

      Other, net                                                            154                      96
                                                                  -------------           -------------

      Total operating revenues                                            4,345                   3,829

OPERATING EXPENSES:

      Salaries and related costs                                          1,514                   1,306

      Aircraft fuel                                                         533                     367

      Depreciation and amortization                                         281                     263

      Other selling expenses                                                190                     160

      Passenger commissions                                                 164                     203

      Contracted services                                                   239                     213

      Landing fees and other rents                                          199                     180

      Aircraft rent                                                         183                     154

      Aircraft maintenance materials and outside repairs                    184                     166

      Passenger service                                                     134                     133

      Asset writedowns and other special charges                             22                     149

      Other                                                                 192                     199
                                                                  -------------           -------------

      Total operating expenses                                            3,835                   3,493
                                                                  -------------           -------------


OPERATING INCOME                                                            510                     336
                                                                  -------------           -------------
</TABLE>


<PAGE>   2

\
<TABLE>
<S>                                                               <C>                     <C>
OTHER INCOME (EXPENSE):

      Interest income (expense), net                                        (64)                    (33)

      Gains from the sale of investments                                     --                     252

      Miscellaneous income (expense), net                                   (54)                     14
                                                                  -------------           -------------

                                                                           (118)                    233
                                                                  -------------           -------------


INCOME BEFORE INCOME TAXES                                                  392                     569


INCOME TAXES PROVIDED, NET                                                 (159)                   (225)
                                                                  -------------           -------------

NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
      IN ACCOUNTING PRINCIPLE
                                                                            233                     344

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
      PRINCIPLE, NET OF TAX
                                                                           (100)                    (66)
                                                                  -------------           -------------


NET INCOME                                                                  133                     278


PREFERRED STOCK DIVIDENDS                                                    (4)                     (3)
                                                                  -------------           -------------

NET INCOME AVAILABLE TO COMMON SHAREOWNERS                        $         129           $         275
                                                                  =============           =============
BASIC EARNINGS PER SHARE BEFORE CUMULATIVE
      EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                    $        1.86           $        2.47
                                                                  =============           =============

BASIC EARNINGS PER SHARE                                          $        1.05           $        1.99
                                                                  =============           =============

DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE
      EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE                    $        1.77           $        2.33
                                                                  =============           =============

DILUTED EARNINGS PER SHARE                                        $        1.01           $        1.88
                                                                  =============           =============

WEIGHTED AVERAGE SHARES USED IN
      PER SHARE COMPUTATION:

      Basic                                                         122,925,632             138,300,991

      Diluted                                                       130,531,655             147,360,186


DIVIDENDS PER COMMON SHARE                                        $       0.025           $       0.025
                                                                  =============           =============

</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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