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<SEC-DOCUMENT>0001167966-04-000930.txt : 20041025
<SEC-HEADER>0001167966-04-000930.hdr.sgml : 20041025
<ACCEPTANCE-DATETIME>20041025161449
ACCESSION NUMBER:		0001167966-04-000930
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041025
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041025
DATE AS OF CHANGE:		20041025

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05424
		FILM NUMBER:		041094191

	BUSINESS ADDRESS:	
		STREET 1:		HARTSFIELD ATLANTA INTL AIRPORT
		STREET 2:		1030 DELTA BLVD
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30354-1989
		BUSINESS PHONE:		4047152600

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 20706
		STREET 2:		DEPT 981
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30320-6001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DELTA AIR CORP
		DATE OF NAME CHANGE:	19660908
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a1361_8k.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): OCTOBER 25, 2004
                                                         ----------------


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


          Delaware                 001-05424              58-0218548
- ----------------------------    ----------------     -------------------
(State or other jurisdiction      (Commission           (IRS Employer
     of incorporation)            File Number)       Identification 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
following provisions (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))



<PAGE>


ITEM 8.01  OTHER EVENTS.

On October 25, 2004, Delta issued a press release announcing that it had entered
into a commitment letter with American Express Travel Related Services Company
to provide up to $600 million of financing to Delta, subject to satisfaction of
certain conditions. The press release is attached hereto as Exhibit 99.1. Delta
is also providing with this Form 8-K a description of those conditions, which is
attached hereto as Exhibit 99.2.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         Exhibit 99.1   Press Release dated October 25, 2004. titled "Delta Air
                        Lines Obtains Commitment for $600 Million Financing
                        Transaction"

         Exhibit 99.2   Additional Information Regarding Conditions in
                        Commitment Letter


<PAGE>


                                   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
undersigned hereunto duly authorized.




                                            DELTA AIR LINES, INC.


                                             By:  /s/ Edward H. Bastian
                                                -------------------------------
                                                Edward H. Bastian
                                                Senior Vice President - Finance
                                                   and Controller
Date: October 25, 2004



<PAGE>


                                  EXHIBIT INDEX



Exhibit Number    Description
- --------------    -----------


     99.1         Press Release dated October 25, 2004, titled "Delta Air Lines
                  Obtains Commitment for $600 Million Financing Transaction"
     99.2         Additional Information Regarding Conditions in Commitment
                  Letter

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99-1.txt
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

FOR IMMEDIATE DISTRIBUTION

CONTACT: Corporate Communications
         404-715-2554

         Investor Relations
         404-715-6679

    DELTA AIR LINES OBTAINS COMMITMENT FOR $600 MILLION FINANCING TRANSACTION

        ATLANTA, Oct. 25, 2004 - Delta Air Lines (NYSE: DAL) today announced
that it has entered into a commitment letter with American Express Travel
Related Services Company, Inc. (NYSE: AXP), ("Amex") to provide up to $600
million of financing to Delta, subject to satisfaction of certain conditions.

        Up to $100 million of the financing will be in the form of a loan from
Amex as part of a new credit facility currently being negotiated with other
lenders, for which a commitment has not yet been obtained from such other
lenders and $500 million of the amount will be in the form of a prepayment of
SkyMiles. The prepayment by Amex to Delta will be made in two installments, each
in an amount of $250 million, and each subject to significant conditions that
are set forth in greater detail in the Form 8-K that Delta Air Lines filed today
with the Securities and Exchange Commission. The first installment would be paid
upon timely satisfaction of the conditions and the second installment would be
paid, subject to the conditions, on a business day specified by Delta that is at
least 90 days after the initial prepayment installment.

        Both the credit facility and the prepayment facility would be fully
collateralized by a pool of assets. The prepayment would be credited in equal
monthly installments toward SkyMiles purchases to be made by Amex during the 24
month period beginning on the first anniversary of the initial prepayment
installment and ending on the third anniversary of that installment.

         Delta and its wholly owned subsidiary, Delta Loyalty Management
Services, Inc., the manager of the Delta SkyMiles Program, also signed
agreements with Amex for a multi-year extension of their co-branded credit card,
Membership Rewards, and merchant services relationships.

        "As our September quarter 2004 losses demonstrate, time is now very
critical for Delta," said Gerald Grinstein, Delta's chief executive officer.
"American Express' role in Delta's transformation process demonstrates the
commitment and determination of one of our key stakeholders in helping to
restructure the company."

                                     -more-


<PAGE>

Page 2

STATEMENTS IN THIS NEWS RELEASE THAT ARE NOT HISTORICAL FACTS, INCLUDING
STATEMENTS REGARDING DELTA'S ESTIMATES, BELIEFS, EXPECTATIONS, INTENTIONS,
STRATEGIES OR PROJECTIONS, MAY BE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL FORWARD-LOOKING STATEMENTS
INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THE ESTIMATES, BELIEFS, EXPECTATIONS, INTENTIONS,
STRATEGIES AND PROJECTIONS REFLECTED IN OR SUGGESTED BY THE FORWARD-LOOKING
STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, OUR
ABILITY TO REDUCE OPERATING EXPENSES, OUR ABILITY TO OBTAIN NECESSARY FINANCING
OR DEBT PAYMENT DEFERRALS TO MEET OUR LIQUIDITY NEEDS, OUR PENSION PLAN FUNDING
OBLIGATIONS, PILOT EARLY RETIREMENTS, THE COST OF AIRCRAFT FUEL, THE EFFECT OF
CREDIT RATINGS DOWNGRADES, INTERRUPTIONS OR DISRUPTIONS IN SERVICE AT ONE OF OUR
HUB AIRPORTS, OUR INCREASING DEPENDENCE ON TECHNOLOGY IN OUR OPERATIONS, THE
OUTCOME OF NEGOTIATIONS ON COLLECTIVE BARGAINING AGREEMENTS AND OTHER LABOR
ISSUES, THE EFFECTS OF TERRORIST ATTACKS, RESTRUCTURINGS BY COMPETITORS AND
COMPETITIVE CONDITIONS IN THE AIRLINE INDUSTRY. ADDITIONAL INFORMATION
CONCERNING RISKS AND UNCERTAINTIES THAT COULD CAUSE DIFFERENCES BETWEEN ACTUAL
RESULTS AND FORWARD-LOOKING STATEMENTS IS CONTAINED IN DELTA'S SECURITIES AND
EXCHANGE COMMISSION FILINGS, INCLUDING ITS FORM 10-Q FOR THE QUARTER ENDED JUNE
30, 2004, FILED WITH THE COMMISSION ON AUG. 9, 2004 AND ITS FORM 8-K FILED WITH
THE COMMISSION ON OCT. 15, 2004. CAUTION SHOULD BE TAKEN NOT TO PLACE UNDUE
RELIANCE ON DELTA'S FORWARD-LOOKING STATEMENTS, WHICH REPRESENT DELTA'S VIEWS
ONLY AS OF OCT. 25, 2004, AND WHICH DELTA HAS NO CURRENT INTENTION TO UPDATE.

                                      # # #
                                                                    1004/337-ALB
                                                                            amex

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex99-2.txt
<TEXT>
<page>
                                                                    EXHIBIT 99.2

        ADDITIONAL INFORMATION REGARDING CONDITIONS IN COMMITMENT LETTER

AS DESCRIBED IN ITEM 8.01 OF THE FORM 8-K TO WHICH THIS EXHIBIT 99.2 IS
ATTACHED, EACH PREPAYMENT INSTALLMENT BY AMEX TO DELTA UNDER THE COMMITMENT
LETTER ENTERED INTO BETWEEN AMEX AND DELTA IS SUBJECT TO SIGNIFICANT CONDITIONS
PRECEDENT. THESE CONDITIONS ARE AS FOLLOWS:

CONDITIONS TO INITIAL INSTALLMENT: The obligation of Amex to pay the initial
prepayment installment (the "Initial Installment") shall be subject to the
satisfaction of the following conditions and other conditions reasonably
required by Amex:

        (i)     if Delta or any of its subsidiaries (the "Delta Companies") is
                subject to a proceeding under the Bankruptcy Code (as
                hereinafter defined), then all Delta Companies (other than the
                two Delta Companies that are captive insurance companies,
                Guardant, Inc. and non-United States subsidiaries) shall be
                subject to a proceeding under the Bankruptcy Code and shall have
                satisfied the applicable conditions described in "Treatment of
                Prepayment Transaction in Bankruptcy" below.

        (ii)    if no Delta Company is subject to a proceeding under the
                Bankruptcy Code: (A) (x) completion of the exchange offer with
                respect to the issuance of certain 9.5% Senior Secured Notes due
                2008 on substantially the terms set forth in the current
                offering memorandum related thereto or on other terms reasonably
                satsisfactory to Amex, and (y) with respect to the Third Party
                Loan Facility, (i) the term loan thereunder shall have been
                fully drawn upon by Delta pursuant to the terms thereof, (ii)
                the full amount of the revolving loan thereunder shall be
                available to be drawn upon by Delta (subject to any liquidation,
                maintenance or other reserve required under the Third Party Loan
                Facility), and (iii) no default or event of default thereunder
                shall have occurred and be continuing or would result from the
                making of the Initial Installment, and (B) Delta shall have
                delivered a certificate of its chief financial officer that
                Delta has determined that there are anticipated annual benefits
                sufficient for the Delta Companies to achieve financial
                viability by way of an out-of-court restructuring, including
                reduction of pilot costs (before employee reward programs) of at
                least $1 billion annually by 2006 and achievement of other
                benefits of at least $1.7 billion annually by 2006 (in addition
                to the $2.3 billion of annual benefits expected to be achieved
                by the end of 2004 through previously implemented profit
                improvement initiatives).

        (iii)   continued effectiveness in accordance with their terms, of
                extensions of, and amendments of, the Co-Brand Agreement, the
                Membership Rewards Agreement, and the Card Service Agreement,
                and all other material agreements related thereto, each in a
                manner acceptable to Amex in its sole discretion.

        (iv)    evidence reasonably satisfactory to Amex of approval by the
                board of directors of Delta, Delta Loyalty Management Services,
                Inc. ("Delta Loyalty") and each other guarantor of the
                obligations of Delta under the definitive agreement (the
                "Guarantors") and all other necessary approval of Delta, Delta
                Loyalty and each other Guarantor of the prepayment transaction;

        (v)     satisfaction of Amex, acting reasonably and in good faith, with
                the nature, priority and amount of collateral security provided
                by Delta and the Delta subsidiaries with respect to Delta's
                obligations under the prepayment transaction (the
                "Obligations"), solely to the extent that information relating
                to such nature, priority and amount has not been received,
                reviewed and approved by Amex acting reasonably and in good
                faith on or before the date of the Commitment Letter, and that
                the aggregate liens against the collateral shall secure only the
                Obligations, the Third Party Loan Facility (which liens shall be
                prior to or subordinate to the liens securing the Obligations as
                more specifically set forth herein), and other third party
                obligations reasonably acceptable to Amex (which liens shall be
                subordinate to the liens securing the Obligations);

        (vi)    there shall have been (i) no material adverse change in the
                business or financial condition of the Delta Companies taken as
                a whole from that shown in Delta's last filed 10-K, as updated
                by Delta's subsequent public filings delivered by a Delta
                Company to Amex prior to the date of the


<PAGE>

                Commitment Letter, (ii) no litigation commenced which would
                reasonably be expected to have a material adverse impact on the
                ability of the Delta Companies to repay the advance payments or
                which challenges the legality or enforceability of the
                prepayment transactions, and (iii) absence of material
                inaccuracy in material information (other than projections,
                which shall have been prepared in good faith based upon
                assumptions that are believed by the Delta Companies to be
                reasonable at the time made) taken as a whole furnished by Delta
                and/or Delta subsidiaries to Amex in connection with the
                prepayment transaction and not corrected prior to the making of
                the Initial Installment by subsequent information provided to
                Amex; provided that a "material adverse change" shall not be
                deemed to have occurred solely by virtue of (x) the fact that
                one or more Delta Companies is a debtor under the Bankruptcy
                Code so long as the Delta Companies have complied with the
                provisions described in "Treatment of the prepayment transaction
                in Bankruptcy" below, or (y) the occurrence of any event, change
                or condition that has been reflected in the then current
                business plan that is acceptable to Amex.

        (vii)   to the extent that Delta or the Delta Companies make any change
                in the business plan of Delta or the Delta Companies after the
                date of the Commitment Letter that differs (in Amex's reasonable
                judgment) materially and adversely from the current business
                plan of Delta and the Delta Companies, Delta shall deliver
                information reasonably requested by Amex with respect to such
                change (including, without limitation, information with respect
                to the effect of such change on the Delta Companies' debt
                restructuring program) and Amex shall be reasonably satisfied
                therewith.

        (viii)  execution and delivery of the prepayment transaction documents
                and all documents and instruments ancillary thereto (including
                such other agreements, collateral instruments and documents,
                opinions, and certifications), and delivery of such information
                in each case, as Amex may require in its reasonable judgment
                with respect to the prepayment transaction and the Amex/Delta
                Agreements and the Card Service Agreement.

CONDITIONS TO FINAL INSTALLMENT: The obligation of Amex to pay the final
prepayment installment (the "Final Installment") shall be subject to the
satisfaction as of the date of the Final Installment of the conditions in
clauses (i), (iii) and (vii) above to payment of the Initial Installment and the
satisfaction of the following additional conditions:

        (i)     no material default to be mutually agreed to by the parties to
                the prepayment transaction documents and no event of default (in
                each case other than a bankruptcy default or event of default so
                long as all of the Delta Companies (other than the two Delta
                Companies that are captive insurance companies, Guardant and
                non-United States subsidiaries) are subject to a proceeding
                under the Bankruptcy Code and complied with the provisions
                described in "Treatment of the prepayment transaction in
                Bankruptcy" below) shall have occurred and be continuing under
                the prepayment transaction or any other indebtedness or other
                liabilities or contract material to the Delta Companies taken as
                a whole.

        (ii)    all of the representations and warranties made by the Delta
                Companies in the prepayment transaction documentation shall be
                true and correct in all material respects as of the date of the
                making of the Final Installment (other than representations and
                warranties made as of a specified date, which shall be true and
                correct as of such date).

        (iii)   there shall have been (i) no material adverse change in the
                business or financial condition of the Delta Companies taken as
                a whole from the date of the Initial Installment, (ii) no
                litigation commenced which would reasonably be expected to have
                a material adverse impact on the ability of the Delta Companies
                to repay the advance payments or which challenges the legality
                or enforceability of the prepayment transactions, and (iii)
                absence of material inaccuracy in material information (other
                than projections, which shall have been prepared in good faith
                based upon assumptions that are believed by the Delta Companies
                to be reasonable at the time made) taken as a whole, furnished
                by Delta and/or Delta subsidiaries to Amex in connection with
                the prepayment transaction and not corrected prior to the making
                of the Initial Installment by subsequent information provided to
                Amex; provided that a "material adverse change" shall not be
                deemed to have occurred solely by virtue of (x) the fact that
                one or more Delta Companies is a debtor under

                                       2
<PAGE>

                the Bankruptcy Code so long as the Delta Companies have complied
                with the provisions described in "Treatment of the prepayment
                transaction in Bankruptcy" below, or (y) the occurrence of any
                event, change or condition that has been reflected in the then
                current business plan that is acceptable to Amex.

        (iv)    Delta Companies shall be in compliance as of the last day of the
                month immediately preceding the proposed payment date for the
                Final Installment with the financial covenants.

TREATMENT OF PREPAYMENT TRANSACTION IN BANKRUPTCY:

(A)      In the event that the Delta Companies (other than the two Delta
         Companies that are captive insurance companies, Guardant and non-United
         States subsidiaries) shall become the subject of proceedings (the
         "Bankruptcy Cases") for reorganization pursuant to Chapter 11 of Title
         11, United States Code (the "Bankruptcy Code") prior to the date on
         which Amex has made all advance payments to Seller required pursuant to
         the prepayment transaction, then:

        (i)     the following shall be additional conditions precedent to the
                making of any additional advance payments:

                (a)     the Delta Companies shall obtain interim (the "Interim
                        Approval Order") and/or final (the "Final Approval
                        Order", and collectively with the Interim Approval
                        Order, the "Approval Order") orders, in form and
                        substance reasonably acceptable to Amex, from the
                        bankruptcy court having jurisdiction over the Bankruptcy
                        Cases (the "Bankruptcy Court"):

                        (I)     authorizing and approving the prepayment
                                transaction and the incurring of secured
                                indebtedness by the Delta Companies thereunder
                                pursuant to Bankruptcy Code ss. 364;

                        (II)    approving the Delta Companies' assumption
                                pursuant to Bankruptcy Code ss. 365(a) (to the
                                extent not previously assumed pursuant to order
                                of the Bankruptcy Court) of the Card Service
                                Agreement (as amended by the "Chapter 11
                                Addendum" thereto in such form and substance as
                                shall have been agreed upon by Amex and Seller
                                as of the initial closing of the prepayment
                                transaction), other agreements pursuant to which
                                Amex (x) acts in its capacity as travel agent,
                                tour operator or similarly related capacity on
                                behalf of Delta or (y) issues commercial card
                                products to the Delta Companies' employees to
                                charge business-related travel and entertainment
                                expenses, as well as procurement items such as
                                office supplies, which are used in the ordinary
                                course of the operation of the Delta Companies'
                                business and which commercial card accounts are
                                an integral part of the Delta Companies' cash
                                management and accounting functions
                                (collectively, with the Airline Card Services
                                Agreement, the "TRS Agreements") and the
                                Amex/Delta Agreements;

                        (III)   granting super-priority administrative expense
                                status to the post-petition advance payments,
                                post-petition Obligations arising under the Card
                                Service Agreement and in respect of adequate
                                protection of Amex' interests in the collateral,
                                pursuant to Bankruptcy Code ss.ss. 363(e) and
                                364(c)(1), senior to all expenses and claims
                                against the Delta Companies and their respective
                                estates, and subject only to such carve-outs as
                                are usual and customary (the "Carve-Out");
                                provided, however, that with respect to the
                                super-priority claims of Amex and the
                                super-priority claims granted with respect to
                                such amount of the Third Party Loan Facility as
                                was accrued and/or outstanding prior to the
                                commencement of the Bankruptcy Cases (the "Third
                                Party Pre-Petition Facility") and the Third
                                Party DIP Facility (as hereinafter defined), the
                                following order of super-priority shall apply,
                                and which order of super-priority shall also be
                                memorialized (if



                                       3
<PAGE>

                                necessary) in intercreditor agreements between
                                Amex and the respective agents and/or lenders
                                under the Third Party Pre-Petition Facility and
                                the Third Party DIP Facility: FIRST,
                                super-priority claims for incremental liquidity
                                provided pursuant to the Third Party DIP
                                Facility; second, super-priority claims for
                                post-petition advance payments and
                                super-priority claims for post-petition
                                Obligations arising under the Card Service
                                Agreement, as allocated by Amex in its
                                discretion; THIRD, super-priority claims for
                                adequate protection of pre-petition advance
                                payments and pre-petition Obligations arising
                                under the Card Service Agreement, and
                                super-priority claims for adequate protection of
                                the Delta Companies' pre-petition indebtedness
                                and obligations under the Third Party
                                Pre-Petition Facility, pari passu;

                        (IV)    confirming that, pursuant to Bankruptcy Code ss.
                                364(c), the collateral and all liens, offset
                                rights, recoupment rights and/or security
                                interests therein, are security for any and all
                                Obligations and for Amex' adequate protection
                                claims with respect to the pre-petition
                                Obligations, subject to the Carve-Out and having
                                priorities consistent with these provisions and
                                Intercreditor Agreements;

                        (V)     providing that any debtor-in-possession credit
                                facility, including without limitation one
                                rolling over and/or refinancing the Third Party
                                Pre-Petition Facility (a "Third Party DIP
                                Facility"), shall not encumber the collateral in
                                any manner inconsistent with these provisions
                                and any Intercreditor Agreements;

                        (VI)    providing that other than with respect to the
                                Third Party DIP Facility, the Bankruptcy Court
                                shall not encumber the collateral with any lien
                                or security interest which is equal or senior in
                                priority to the liens and security interests
                                therein granted to Amex pursuant thereto;

                        (VII)   containing protections with respect to the
                                post-petition advance payments and post-petition
                                Obligations under the Card Service Agreement
                                that are commensurate with the protections
                                afforded to the agents and lenders under such
                                debtor-in-possession financing orders as are
                                entered with respect to any Third Party DIP
                                Facility, and granting Amex junior liens on any
                                assets of the Delta Companies' estates
                                encumbered as security for the Third Party DIP
                                Facility that were not encumbered as security
                                for the Third Party Loan Facility as of the
                                commencement of the Bankruptcy Cases; and

                        (VIII)  containing such other provisions as are usual
                                and customary with respect to
                                debtor-in-possession credit facilities extended
                                to borrowers similar to the Delta Companies;

                (b)     the terms and conditions of any Third Party DIP Facility
                        and/or any other debtor-in-possession credit facility
                        and any Bankruptcy Court orders approving and
                        authorizing same, including without limitation the
                        cross-default, intercreditor and/or subordination
                        provisions thereof, shall be consistent with these
                        provisions and any Intercreditor Agreements, and
                        otherwise in form and substance acceptable to Amex in
                        its discretion;

                (c)     the Delta Companies' post-petition business plan
                        (including any financing component thereof) shall be
                        acceptable to Amex in its discretion;

                (d)     contemporaneous with the filing of any application,
                        motion or other pleading by the Delta Companies that
                        contemplates the public filing of any of the Amex/Delta
                        Agreements, the Card Service Agreement or any other of
                        the TRS Agreements that Amex reasonably requests be
                        protected and/or kept confidential, the Delta Companies
                        shall use best efforts to obtain a protective order with
                        respect thereto similar to the "Order Authorizing The
                        Filing Of Certain Documents Under Seal" dated December
                        11, 2002 entered in IN RE UAL



                                       4
<PAGE>

                        CORPORATION, ET AL., DEBTORS, U.S. Bankruptcy Court for
                        the Northern District of Illinois, case no. 02-B-48191.

                (e)     all "first-day" and related orders entered by the
                        Bankruptcy Court shall be in form and substance
                        reasonably acceptable to Amex;

        (ii)    clauses (ii) and (vii) of "Conditions to Initial Installment" as
                set forth above shall be without force or effect, and clause
                (ii) of the "Conditions to Final Installment" as set forth above
                shall be without force or effect to the extent that the
                Bankruptcy Cases or the conditions that led to the Bankruptcy
                Court proceedings of the applicable Delta Companies cause the
                conditions in such clauses not to be satisfied. The existence of
                bankruptcy litigation, the failure to make payments or otherwise
                perform under agreements with third parties (i.e., persons other
                than Amex and its affiliates) based upon the existence of the
                automatic stay resulting from the Bankruptcy Case will not
                affect the conditions set forth in "Conditions to Initial
                Installment" and "Conditions to Final Installment" above so long
                as the existence of such litigation and such failures to pay
                and/or perform do not adversely affect Amex;

        (iii)   the following shall be additional events of default: (a) the
                conversion or dismissal of the Bankruptcy Cases, (b) the
                appointment of a Chapter 11 trustee or examiner with expanded
                powers and/or powers of a Chapter 11 trustee in the Bankruptcy
                Cases, (c) confirmation of plan of reorganization which is not
                acceptable to Amex with respect to the treatment of Amex's
                claims and liens, and is not otherwise reasonably acceptable to
                Amex, and (d) the Approval Order or any other Bankruptcy Court
                order authorizing the assumption of the Amex/Delta Agreements
                and/or the TRS Agreements is reversed, vacated or stayed or, in
                a manner material and adverse to Amex, amended, supplemented or
                otherwise modified; and

        (iv)    subject to the satisfaction of the conditions set forth in
                clauses (i), (ii) and (iii) above, the commencement of the
                Bankruptcy Cases shall not be an event of default, nor shall any
                Delta Company's rejection of or resulting or deemed default
                under an executory contract or lease, or its attempted
                recharacterization of a lease as a financing transaction, or
                contested matters, adversary proceedings or similar litigation
                to which Amex is a party in interest, so long as such actions do
                not adversely affect Amex.

(B)     In the event that the Delta Companies shall become the subject of
        Bankruptcy Cases on or after the date on which Amex has made all advance
        payments to Seller required pursuant to the prepayment transaction,
        then:

        (i)     the Delta Companies shall obtain interim (the "Interim Adequate
                Protection Order") and/or final (the "Final Adequate Protection
                Order", and collectively, the "Adequate Protection Order")
                orders from the Bankruptcy Court providing adequate protection
                of Amex' interests in the collateral and otherwise protecting
                Amex' rights with respect to the Delta Companies, which orders,
                as presented to the Bankruptcy Court for approval, shall be in
                such form and substance as shall have been agreed upon by Amex
                and Seller as of the commencement of the Bankruptcy Cases and
                which shall, among other things:

                (a)     approve the Delta Companies' assumption pursuant to
                        Bankruptcy Code ss. 365(a) (to the extent not previously
                        assumed pursuant to order of the Bankruptcy Court) of
                        the TRS Agreements (the Card Service Agreement being
                        assumed as amended by the "Chapter 11 Addendum" thereto
                        in such form and substance as shall have been agreed
                        upon by Amex and Seller as of the initial closing of the
                        prepayment transaction) and the Amex/Delta Agreements;

                (b)     grant, as adequate protection of Amex' interests in the
                        collateral, super-priority administrative expense
                        status, as set forth in clause "(A)(i)(a)(III)" above;


                                       5
<PAGE>

                (c)     grant, as adequate protection of Amex' interests in the
                        collateral, replacement and additional liens, offset
                        rights, recoupment rights and/or security interests in
                        and with respect to the collateral, subject to the
                        Carve-Out and having priorities consistent with these
                        provisions and any Intercreditor Agreements, as security
                        for such adequate protection claim;

                (d)     provide that any interests in the collateral granted by
                        the Bankruptcy Court pursuant to any adequate protection
                        orders entered with respect to the Third Party
                        Pre-Petition Facility or pursuant to any Third Party DIP
                        Facility shall not encumber the collateral in any manner
                        inconsistent with these provisions and any Intercreditor
                        Agreements;

                (e)     provide that other than with respect to the Third Party
                        DIP Facility, the Bankruptcy Court shall not encumber
                        the collateral with any lien or security interest which
                        is equal or senior in priority to the liens and security
                        interests therein granted to Amex pursuant thereto;

                (f)     contain protections with respect to the advance payments
                        and Obligations under the Card Service Agreement no less
                        favorable to Amex than the protections afforded to the
                        agents and lenders under such adequate protection orders
                        as are entered with respect to the Third Party
                        Pre-Petition Facility, and grant Amex junior liens on
                        any assets of the Delta Companies' estates encumbered as
                        adequate protection for the Third Party Pre-Petition
                        Facility that were not encumbered as security for the
                        Third Party Pre-Petition Facility as of the commencement
                        of the Bankruptcy Cases;

                (g)     provide that the terms and conditions of any Third Party
                        DIP Facility and/or any other debtor-in-possession
                        credit facility and any Bankruptcy Court orders
                        approving and authorizing same, including without
                        limitation the cross-default, intercreditor and/or
                        subordination provisions thereof, shall be consistent
                        with these provisions and any Intercreditor Agreements,
                        and otherwise in form and substance acceptable to Amex
                        in its discretion;

                (h)     the Delta Companies' post-petition business plan
                        (including any financing component thereof) shall be
                        acceptable to Amex in its discretion; and

                (i)     contain such other provisions as are usual and customary
                        with respect to adequate protection orders entered in
                        Chapter 11 cases of borrowers similar to such Delta
                        Companies;

        (ii)    contemporaneous with the filing of any application, motion or
                other pleading by the Delta Companies that contemplates the
                public filing of any of the Amex/Delta Agreements, the Card
                Service Agreement or any other of the TRS Agreements that Amex
                reasonably requests be protected and/or kept confidential, the
                Delta Companies shall use best efforts to obtain a protective
                order with respect thereto similar to the "Order Authorizing The
                Filing Of Certain Documents Under Seal" dated December 11, 2002
                entered in IN RE UAL CORPORATION, ET AL., DEBTORS, U.S.
                Bankruptcy Court for the Northern District of Illinois, case no.
                02-B-48191.

        (iii)   subject to the satisfaction of the conditions set forth in
                clause (i) above, the commencement of the Bankruptcy Cases shall
                not be an event of default.

DELTA HAS NOT RECEIVED A COMMITMENT WITH RESPECT TO THE THIRD PARTY LOAN
FACILITY OR THE THIRD PARTY DIP FACILITY DESCRIBED ABOVE. ANY NEW NOTES ISSUED
IN CONNECTION WITH THE EXCHANGE OFFER WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES ABSENT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS.

                                       6

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