1 EXHIBIT 4.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 1995

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EXHIBIT 4.1

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF SEPTEMBER 27, 1995

BY AND AMONG

DELTA AIR LINES, INC.,

EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO,
TOGETHER WITH THOSE ASSIGNEES PURSUANT TO SECTION 12.6 HEREOF

AND

NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION,
AS AGENT BANK

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TABLE OF CONTENTS

ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. AMOUNT AND TERMS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.1 Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.2 The Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.3 Increases in the Total Commitments of the Banks . . . . . . . . . . . 10
ARTICLE III. THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.1 Syndicated Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.2 Notice and Place of Borrowing for Syndicated Loans . . . . . . . . . 12
Section 3.3 Competitive Bid Loans . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.4 The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.5 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.6 Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.7 Voluntary Prepayment . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.8 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.9 Initial Determination of Interest Rate and Conversion
of Loans Between Eurodollar Rate and Base Rate . . . . . . . . . . . . . . 19
Section 3.10 Failure to Borrow . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.11 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.12 Termination of Credit Facility . . . . . . . . . . . . . . . . . . . 21
Section 3.13 Optional Reduction of Commitments . . . . . . . . . . . . . . . . . 21
Section 3.14 Substitution of Banks . . . . . . . . . . . . . . . . . . . . . . . 22
Section 3.15 Amendment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 3.16 Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.17 Mandatory Termination of Commitments Upon
Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.18 Agent Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.19 Extension of Term of Credit Facility . . . . . . . . . . . . . . . . 25
ARTICLE IV. LETTER OF CREDIT FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.1 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.2 Method of Issuance of Letters of Credit . . . . . . . . . . . . . . . 28
Section 4.3 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.4 Letter of Credit Reimbursement . . . . . . . . . . . . . . . . . . . 29
Section 4.5 Letter of Credit Banks . . . . . . . . . . . . . . . . . . . . . . . 31
Section 4.6 ESOP Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE V. CONDITIONS TO EFFECTIVENESS OF AGREEMENT,
FOR BORROWINGS AND ISSUANCE OF LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . 32
Section 5.1 Effectiveness, Initial Borrowing and Issuance of
Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 5.2 All Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE VI. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 6.1 Organization; Standing, Etc. . . . . . . . . . . . . . . . . . . . . 35
Section 6.2 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 6.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 6.4 Business; Status as Air Carrier . . . . . . . . . . . . . . . . . . . 35
Section 6.5 Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.6 Title to Properties, Etc. . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.7 Tax Returns and Payments . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.8 Compliance With Other Instruments . . . . . . . . . . . . . . . . . . 36
Section 6.9 Offering of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.10 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.11 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.12 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.13 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.14 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE VII. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.1 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.2 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.3 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.4 Maintenance of Equipment . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.5 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.6 Security for Notes . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.7 Notice of Any Default or Event of Default . . . . . . . . . . . . . . 39
Section 7.8 ERISA Reporting Requirements . . . . . . . . . . . . . . . . . . . . 40
ARTICLE VIII. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.1 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.2 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.3 Mergers; Disposition of Assets . . . . . . . . . . . . . . . . . . . 41
Section 8.4 Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
ARTICLE IX. DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE X. YIELD PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 10.1 Increased Cost of Eurodollar Rate Loans . . . . . . . . . . . . . . 44
Section 10.2 Change of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

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Section 10.3 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.4 Increased Cost of Maintaining Letters of Credit . . . . . . . . . . 46
Section 10.5 Mandatory Repayment or Conversion on Certain Events . . . . . . . . 47
Section 10.6 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
ARTICLE XI. THE AGENT BANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 11.1 Authorization and Action . . . . . . . . . . . . . . . . . . . . . . 47
Section 11.2 Agent Bank's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . 48
Section 11.3 Agent Bank and Affiliates . . . . . . . . . . . . . . . . . . . . . 48
Section 11.4 Representations of the Banks . . . . . . . . . . . . . . . . . . . . 48
Section 11.5 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.6 Right to Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.8 Successor Agent Bank . . . . . . . . . . . . . . . . . . . . . . . . 50
ARTICLE XII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 12.1 Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 12.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 12.3 Expenses, Indemnification, Etc. . . . . . . . . . . . . . . . . . . 51
Section 12.4 Amendments to this Agreement and the Notes . . . . . . . . . . . . . 53
Section 12.5 Agreement as to Right of Set-off, Sharing of Losses . . . . . . . . 54
Section 12.6 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 54
Section 12.7 Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.8 Law Governing . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.9 Disclosure to Other Persons . . . . . . . . . . . . . . . . . . . . 55
Section 12.10 Execution and Effective Date . . . . . . . . . . . . . . . . . . . 55
Section 12.11 Representation of Banks . . . . . . . . . . . . . . . . . . . . . . 55
Section 12.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 12.13 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 56

Exhibit A-1 Form of Syndicated Note
Exhibit A-2 Form of Competitive Bid Note
Exhibit B Form of Notice of Increased Commitment
Exhibit C-1 Form of Notice and Agreement Regarding Addition of Bank
Exhibit C-2 Form of Agreement of Existing Bank to Replace Replaced Bank
Exhibit D Form of Assignment and Assumption Agreement
Exhibit E Form of Competitive Bid Quote Confirmation
Exhibit F Form of Acceptance of Competitive Bid Quotes

Schedule I Funded Debt of the Company
Schedule II Subsidiaries of the Company
Schedule III Certain Excluded Guaranty Liabilities

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
September 27, 1995 (this "Agreement") by and among DELTA AIR LINES, INC., a
corporation organized under the laws of the State of Delaware (the "Company"),
each of the financial institutions initially a signatory hereto together with
those assignees pursuant to Section 12.6 hereof (collectively, the "Banks" and
each individually, a "Bank") and NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION,
in its capacity as agent for the Banks (the "Agent Bank").

WHEREAS, the Company, certain of the Banks and The Citizens and
Southern National Bank, as predecessor to the Agent Bank entered into that
certain Credit Agreement dated as of April 1, 1989 (the "1989 Agreement");

WHEREAS, the Company, certain of the Banks and the Agent Bank entered
into that certain Amended and Restated Credit Agreement dated as of December 4,
1992 (as amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of June 4, 1993, the "1992 Agreement");

WHEREAS, the parties hereto desire to amend and restate the 1992
Agreement in its entirety on the terms and conditions set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the parties
hereto hereby agree to amend and restate the 1992 Agreement in its entirety as
follows:

ARTICLE I. DEFINITIONS

Section 1.1. Definitions. In addition to terms defined elsewhere
herein, the following terms shall have the following meanings for the purposes
of this Agreement:

"Absolute Rate" shall have the meaning assigned to such term in
Section 3.3(c)(ii)(C) hereof.

"Agent Bank" shall mean NationsBank of Georgia, National Association
in its capacity as agent for the Banks; provided, however, that if NationsBank
of Georgia, National Association shall have resigned or been removed as Agent
Bank, then "Agent Bank" shall mean the bank selected as Agent Bank pursuant to
the provisions of Section 11.8 hereof.

"Applicable Margin" shall mean, as of any date of determination, the
percentage rate set forth below for each type of Loan corresponding to the long
term senior unsecured debt rating of the Company, as rated by S&P (the "S&P
Rating") and Moody's (the "Xxxxx'x Rating"; each of the S&P Rating and the
Xxxxx'x Rating referred to herein as a "Rating"):

LONG TERM SENIOR UNSECURED DEBT APPLICABLE MARGIN FOR APPLICABLE MARGIN FOR BASE
LEVEL RATING OF THE COMPANY EURODOLLAR RATE LOANS RATE LOANS
(S&P/XXXXX'X)
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1 A- or higher or A3 or higher 0.30% 0%
2 BBB+ or Baa1 0.375% 0%
3 BBB or Baa2 0.50% 0%
4 BBB- or Baa3 0.625% 0%
5 BB+ or Ba1 0.875% 0%
6 BB and Ba2 1.125% 0%
7 BB- or lower or Ba3 or lower 1.50% 0.25%

The Agent Bank shall determine the Applicable Margin from time to time
in accordance with the above table and notify the Company and the Banks of such
determination from time to time. In the event the S&P Rating and the Xxxxx'x
Rating correspond to different levels on the above table resulting in different
Applicable Margin determinations, the following provisions shall apply. In the
event: (i) the S&P Rating and the Xxxxx'x Rating differ by one level and (ii)
each such Rating is in one of the levels between levels 1 and 6, inclusive, the
Applicable Margin shall be that corresponding to the higher Rating. For
example, an "A-" S&P Rating and a "Baa1" Xxxxx'x Rating would result in an
Applicable Margin for Eurodollar Rate Loans equal to 0.30%. In the event the
S&P Rating and the Xxxxx'x Rating differ by two levels, the Applicable Margin
shall be that corresponding to that level which is in between the two
applicable levels. For example, a "BBB+" S&P Rating and a "Baa3" Xxxxx'x
Rating would result in an Applicable Margin for Eurodollar Rate Loans equal to
0.50%. In the event the S&P Rating and the Xxxxx'x Rating differ by more than
two levels, the Applicable Margin shall be that corresponding to the level
immediately above the lower of such Ratings. For example, an "A-" S&P Rating
and a "Baa3" Xxxxx'x Rating would result in an Applicable Margin for Eurodollar
Rate Loans equal to 0.50%. In the event: (i) the S&P Rating and the Xxxxx'x
Rating correspond to different levels and (ii) both such Ratings are below
level 5 (i.e. level 6 or level 7), then the Applicable Margin shall be that
corresponding to the lower of such Ratings. For example, a "BB" S&P Rating and
a "Ba3" Xxxxx'x Rating would result in an Applicable Margin for Eurodollar Rate
Loans equal to 1.50%.

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appropriate pricing terms. Any such new grid or pricing terms shall be
approved by the Majority Banks. In the event the Agent Bank, the Company and
Majority Banks cannot agree upon such new pricing grid or pricing terms by the
end of such 90-day period, the Applicable Margin shall be that corresponding to
level 5 of the above table for the remainder of the term of the Agreement.

Any necessary adjustment in the Applicable Margin pursuant to the
terms hereof shall become effective immediately upon any change in a Rating.

"Available Commitment" shall mean, on any date, the Total Commitments
of the Banks in effect on such date minus the sum of: (i) the aggregate Stated
Amount of Letters of Credit outstanding on such date, (ii) the aggregate
outstanding principal amount of Syndicated Loans on such date, (iii) the
aggregate outstanding principal amount of Competitive Bid Loans on such date,
and (iv) any Reimbursement Obligations unpaid on such date (other than any such
Reimbursement Obligations to be paid on such date with the proceeds of a
Syndicated Loan).

"Base Rate" shall mean the rate per annum which is the Prime Rate in
effect from time to time at a majority of the Reference Banks (or if no two of
such Banks have the same Prime Rate in effect, the Prime Rate in effect at such
Bank whose Prime Rate is neither the highest nor the lowest) plus the
Applicable Margin.

"Base Rate Loan" shall mean any Syndicated Loan which bears interest
at the Base Rate.

"Business Day" shall mean any day during which the Main Office of the
Agent Bank is scheduled to be open for the conduct of its banking business and
during which national banking associations located in New York, New York and
Charlotte, North Carolina are open for the conduct of banking business.

"Commitment" shall have the meaning set forth in Section 2.1 hereof.

"Commitment Fee" shall mean the fee required to be paid to the Agent
Bank, for the account of the Banks, by the Company pursuant to Section 3.11
hereof.

"Competitive Bid Loan" shall mean any Loan which bears interest at the
Absolute Rate.

"Competitive Bid Quote" shall mean an offer in accordance with Section
3.3 hereof by a Bank to make a Competitive Bid Loan with one single specified
interest rate.

"Competitive Bid Quote Request" shall have the meaning assigned to
such term in Section 3.3(b) hereof.

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"Convertible Subordinated Debt" shall mean any debt of the Company
convertible into shares of any or all classes of stock of the Company and
containing, or issued under agreements or indentures containing, provisions
effectively subordinating the same to the debt created by this Agreement.

"Credit Facility" shall mean the credit facility extended to the
Company by the Banks pursuant hereto.

"Current Debt" shall mean any obligation for borrowed money (including
notes payable and drafts accepted representing extensions of credit whether or
not representing obligations for borrowed money) payable on demand or within a
period of one year from the date of the creation thereof.

"Default" means any of the events specified in paragraphs (a) through
(h) of Section 9.1 hereof, whether or not there has been satisfied any
requirement for giving of notice, lapse of time or the happening of any other
condition.

"Dollar" and "$" shall mean lawful money of the United States of
America.

"Drawing" shall mean a drawing by a beneficiary under a Letter of
Credit.

"Effective Date" shall mean the date upon which: (i) all of the
conditions of Section 5.1 hereof have been satisfied and (ii) the Company has
paid to each Bank the amendment fee required by Section 3.15 hereof.

"Equity" shall mean the sum of: (i) the par value (or value stated on
the books of the Company) of the capital stock of all classes of the Company
(other than the Company's Series B ESOP Convertible Preferred Stock), (ii) the
amount of additional paid-in capital and reinvested earnings of the Company,
(iii) the amount of taxes deferred and unamortized investment tax credits under
Sections 167 and 168 of the Internal Revenue Code or similar provisions of any
applicable tax law and carried on the balance sheet under those captions, (iv)
the amount of any gain on the sale and leaseback of assets which is deferred
pursuant to generally accepted accounting principles, (v) the principal amount
of any Convertible Subordinated Debt outstanding, (vi) the amount of any
postretirement benefits (other than pensions) of the Company accrued in
accordance with the Statement of Financial Accounting Standards No. 106
(Financial Accounting Standards Board 1990) and generally accepted accounting
principles and classified as long term liabilities on the balance sheet of the
Company, and (vii) the difference between (a) the stated and liquidation value
of the Company's Series B ESOP Convertible Preferred Stock and (b) the unearned
compensation under the Company's employee stock ownership plan; minus (viii)
the unrealized loss on noncurrent marketable equity securities, net of any
deferred tax benefits, and minus (ix) treasury stock at cost.

"ESOP Letter of Credit" shall mean that certain Irrevocable Direct-Pay
Letter of Credit No. SA846D1093 dated August 12, 1993 issued by NationsBank of
Georgia,

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National Association, for the account of the Company, as amended, and having,
as of the date hereof, a Stated Amount equal to $470,247,824.46 or any Letter
of Credit issued hereunder which replaces the existing ESOP Letter of Credit.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and any successor statute.

"Eurodollar Business Day" shall mean any day on which banks are
scheduled to be open for business and quoting interest rates for Dollar
deposits on the London interbank market and which is also a Business Day.

"Eurodollar Lending Office" shall mean with respect to each Bank the
office of such Bank identified as such from time to time to the Agent Bank and
the Company as the office of such Bank or of its affiliate at which the
Eurodollar Rate Loans held by such Bank are to be maintained.

"Eurodollar Rate" shall mean a rate per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) determined by Agent Bank pursuant to
the following formula:

Eurodollar Rate = LIBOR plus Applicable Margin.

"LIBOR" shall mean, with respect to any Interest Period for Eurodollar Rate
Loans, the offered rate in the London interbank market for deposits in United
States dollars of amounts equal or comparable to the principal amount of such
Eurodollar Rate Loan offered for a term comparable to such Interest Period, as
currently shown on the Reuters Screen LIBO page as of 11:00 a.m., GMT, two
Eurodollar Business Days prior to the first day of such Interest Period;
provided, however, that (A) if more than one offered rate as described above
appears on the Reuters Screen LIBO page, the rate used to determine LIBOR will
be the arithmetic average (rounded upward, if necessary, to the next higher
1/100 of 1%) of such offered rates, or (B) if no such offered rates appear, the
rate used for such Interest Period will be the arithmetic average (rounded
upward, if necessary, to the next higher 1/100 of 1% ) of rates quoted by the
Reference Banks at approximately 10:00 a.m., New York time, two Eurodollar
Business Days prior to the first day of such Interest Period for deposits in
United States dollars offered to leading European banks for a period comparable
to such Interest Period in an amount comparable to the principal amount of such
Eurodollar Rate Loans. If the Agent Bank ceases to use the Reuters Screen LIBO
page for determining interest rates based on eurodollar deposit rates, a
comparable internationally recognized interest rate reporting service shall be
used to determine such offered rates.

"Eurodollar Rate Loan" shall mean any Syndicated Loan which bears
interest at the Eurodollar Rate.

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"Event of Default" means any one of the events specified in paragraphs
(a) through (h) of Section 9.1 hereof, provided that any requirement for notice
or lapse of time or other condition contained therein has been satisfied.

"Funded Debt" shall mean any obligation for borrowed money or the
deferred purchase price of property, or any obligation arising under a capital
lease, other than Convertible Subordinated Debt, payable more than one year
from the date of the creation thereof which, under generally accepted
accounting principles in effect from time to time, is shown on the balance
sheet of the obligor as a liability; provided that any obligation shall be
treated as Funded Debt, regardless of its term, if such obligation is renewable
pursuant to the terms thereof or of a revolving credit or similar agreement
effective for more than one (1) year after the date of the creation of such
obligation or may be payable out of the proceeds of a similar obligation
pursuant to the terms of such obligation or of any such agreement.

"Immediate Replacement Event" shall mean a change in any law, rule, or
regulation, or any change in the interpretation or administration thereof, or,
a new law, rule, or regulation, having any of the consequences specified in
Section 10.1 hereof.

"Interest Period" means (i) for each Eurodollar Rate Loan, the period
beginning on the date of such Loan or conversion thereof or on the last day of
an immediately preceding Interest Period for such Loan and ending one, two,
three, or six months later, as specified in the notice given by the Company to
the Agent Bank; provided, however, that if the last day of any Interest Period
would fall on a day which is not a Eurodollar Business Day that Interest Period
shall be extended to the next succeeding day which is a Eurodollar Business
Day, unless the result of such extension should be to carry such Interest
Period to the next succeeding calendar month in which event such Interest
Period shall end on the immediately preceding Eurodollar Business Day, further
provided that any Interest Period that would extend beyond the Termination Date
shall end on such date and (ii) for each Competitive Bid Loan, the period
beginning on the date of borrowing of such Competitive Bid Loan and ending on
such Business Day as may be mutually agreed upon by the Company and the Bank or
Banks making such Competitive Bid Loan or Loans, as the case may be, comprising
such Competitive Bid Loan; provided, however, that (i) no Competitive Bid Loan
shall have an Interest Period greater than 180 days and (ii) any Interest
Period that would extend beyond the Termination Date shall end on such date.

"Interest Rate" shall mean:

(a) With respect to a Competitive Bid Loan, the Absolute Rate;

(b) With respect to a Eurodollar Rate Loan, the Eurodollar Rate;
and

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"L/C Commitment Amount" shall mean $700,000,000; provided, however,
that if the ESOP Letter of Credit shall, for any reason, have been cancelled or
terminated or otherwise is no longer outstanding, the L/C Commitment Amount
shall be automatically, immediately and permanently reduced to $500,000,000.

"Letter of Credit Banks" shall mean NationsBank of Georgia, National
Association or any other Bank under this Agreement approved by the Company that
agrees, pursuant to documentation in form and substance satisfactory to the
Agent Bank and the Company, to issue Letters of Credit hereunder.

"Loans" shall mean, collectively, the Syndicated Loans and the
Competitive Bid Loans.

"Main Office" of the Agent Bank shall be NationsBank of Georgia,
National Association, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx.

"Majority Banks" shall mean, as of any date, Banks on such date having
Credit Exposures (as defined below) aggregating at least 51% of the aggregate
Credit Exposures of all the Banks on such date. For purposes of the preceding
sentence, the amount of the "Credit Exposure" of each Bank shall be equal to:
(i) prior to the occurrence of an Event of Default and the acceleration of the
Loans pursuant to the terms hereof, the aggregate principal amount of the
Syndicated Loans owing to such Bank plus the unutilized amount of such Bank's
Commitment and (ii) after an Event of Default has occurred and the Loans have
been accelerated pursuant to the terms hereof, the aggregate principal amount
of Syndicated Loans and Competitive Bid Loans owing to such Bank plus the
unutilized amount of such Bank's Commitment.

"Xxxxx'x" shall mean Xxxxx'x Investors Services, Inc.

"Xxxxx'x Rating" has the meaning set forth in the definition of
Applicable Margin.

"Notes" shall have the meaning set forth in Section 3.4 hereof.

"Officer's Certificate" shall mean a certificate signed by the
Chairman of the Board, the President, or a principal financial officer of the
Company.

"Orderly Replacement Event" shall mean as to any Eurodollar Rate Loan,
the determination by the Agent Bank not later than two (2) Eurodollar Business
Days prior to the first day of any Interest Period that: (a) for any reason
whatsoever rates are not quoted for the offering of Dollars in the London
interbank market for deposit for a period comparable to such Interest Period;
or (b) the quoted rate for purposes of computing the rate of interest on the
Eurodollar Rate Loan does not accurately reflect the funding cost to the Banks
of making or maintaining such Loans.

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"Person" shall mean and include an individual, a partnership, a joint
venture, an estate, a corporation, a trust, an unincorporated organization, a
limited liability company, and a government or any department or agency or
political subdivision thereof.

"Prime Rate" shall mean, for any day, the rate which is quoted by each
Reference Bank as the respective bank's prime, reference, base, or alternate
base rate, as the case may be. The Company acknowledges that the Prime Rate of
any Reference Bank may not be the lowest or best interest rate offered by such
Reference Bank to its customers.

"Rating" has the meaning set forth in the definition of Applicable
Margin.

"Reference Banks" means Citibank, N.A., Bank of America National Trust
and Savings Association and the Agent Bank, and each of their respective
successors and assigns.

"Reimbursement Obligation" shall mean the obligation of the Company to
reimburse the Agent Bank for any Drawing pursuant to Section 4.4 hereof.

"Required Number" shall mean in the case of notices relating to
Syndicated Loans hereunder to the Agent Bank: (a) relative to borrowings,
prepayments, elections of, and conversions into, the Eurodollar Rate,
selections of Interest Periods and other transactions in respect of Eurodollar
Rate Loans, not less than three (3) Eurodollar Business Days; and (b) relative
to all transactions in respect to Base Rate Loans, not less than one Business
Day.

"S&P" shall mean Standard & Poor's Ratings Services.

"S&P Rating" has the meaning set forth in the definition of Applicable
Margin.

"Stated Amount" shall mean the amount available to be drawn by a
beneficiary under a Letter of Credit outstanding under this Agreement
(including the ESOP Letter of Credit) from time to time, as such amount may be
increased or reduced from time to time in accordance with the terms of such
Letter of Credit.

"Subsidiary" shall mean any corporation, association or other business
entity, a majority (by number of votes) of the outstanding stock or other
ownership interest of which is, at the time at which any determination is being
made, owned by the Company either directly or through Subsidiaries.

"Syndicated Loan" shall mean, collectively, the Eurodollar Rate Loans
and the Base Rate Loans.

"Termination Date" shall mean September 26, 2000 (or the date to which
the Credit Facility has been extended pursuant to Section 3.19 hereof) unless
the Credit Facility is earlier terminated pursuant to the applicable provisions
of this Agreement.

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"Total Commitments of the Banks" shall have the meaning set forth in
Section 2.1 hereof.

ARTICLE II. AMOUNT AND TERMS OF CREDIT

Section 2.1 Commitment. Each Bank severally agrees to extend credit
to the Company at any time and from time to time from the date hereof until the
Termination Date in the manner and upon, and subject to, the terms and
conditions hereinafter set forth up to an amount at any one time outstanding
equal to such Bank's Commitment as set forth in Section 2.2 hereof, as such
Commitment may be adjusted from time to time in accordance with the terms of
this Agreement; provided, however, that any Loan made hereunder shall not exceed
the Available Commitment in effect at such time. The participation of each Bank
in the Credit Facility shall consist of each such Bank's respective Commitment
as stated opposite such Bank's name in Section 2.2 hereof as such Commitment may
be adjusted from time to time in accordance with the terms of this Agreement.
The obligation of each Bank to make Syndicated Loans to the Company, and to
participate in the Reimbursement Obligations with respect to Letters of Credit
issued hereunder, is hereby referred to as the Bank's "Commitment" and
collectively as the "Total Commitments of the Banks".

Section 2.2 The Banks.

BANK COMMITMENT
---- ----------

AGENT

NationsBank of Georgia, National Association $105,000,000

MANAGING AGENTS

Bank of America, National Trust and
Savings Association 75,000,000
The Chase Manhattan Bank, N.A. 75,000,000
Citicorp USA, Inc. 75,000,000
CIBC Inc. 75,000,000
Royal Bank of Canada 75,000,000

CO-AGENTS

Credit Suisse 50,000,000
The Industrial Bank of Japan, Limited, Atlanta Agency 50,000,000
LTCB Trust Company 50,000,000
Mitsubishi Trust & Banking Corporation 50,000,000

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14

National Westminster Bank PLC 50,000,000
Trust Company Bank 50,000,000

PARTICIPANTS

The Bank of Tokyo Trust Company 27,500,000
Bayerische Vereinsbank AG, New York Branch 27,500,000
Chemical Bank 27,500,000
Kredietbank N.V. 27,500,000
Xxxxxx Guaranty Trust Company of New York 27,500,000
NBD Bank 27,500,000
Wachovia Bank of Georgia, N.A. 27,500,000
The Sanwa Bank, Limited 27,500,000
The Bank of New York 20,000,000
Bank of Montreal 20,000,000
The Bank of Nova Scotia 20,000,000
Credit Lyonnais Cayman Islands Branch 20,000,000
The Dai-Ichi Kangyo Bank, Ltd. 20,000,000
The Fuji Bank, Limited 20,000,000
The Mitsubishi Bank, Limited 20,000,000
The Northern Trust Company 20,000,000
PNC Bank, National Association 20,000,000
The Sumitomo Bank, Limited, Atlanta Agency 20,000,000
The Tokai Bank, Ltd. 20,000,000
The Toyo Trust & Banking Co., Ltd. 20,000,000
Star Bank, N.A. 10,000,000
----------

Total Commitments of the Banks $1,250,000,000

Section 2.3 Increases in the Total Commitments of the Banks.

(a) The Company, the Agent Bank, the Letter of Credit Banks and
the Banks acknowledge and agree that the aggregate principal amount of the
Total Commitments of the Banks may be increased from time to time in accordance
with this Section 2.3. So long as no Event of Default then exists or would be
caused thereby, the Total Commitments of the Banks may be increased by up to
$250,000,000 from that in existence on the Effective Date at any time with the
prior written consent of the Agent Bank, which will not be unreasonably
withheld. So long as no Event of Default then exists or would be caused
thereby, the Total Commitments of the Banks may be increased by up to
$500,000,000 from that in existence on the Effective Date, with the prior
written consent of the Agent Bank and the Majority Banks. Any increase in the
Total Commitments of the Banks beyond the parameters set forth above or other
than as expressly permitted by this Section 2.3 shall require the prior written
consent of the Agent Bank and each of the Banks. No increase in the Total
Commitments of the Banks pursuant to this Section 2.3 shall effect an increase
in the aggregate dollar amount of the

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Commitment of any Bank hereunder other than as a result of an express written
agreement between the Company and such Bank.

(b) Any increase in the Total Commitments of the Banks
contemplated by paragraph (a) above may be effected as a result of an agreement
by any Bank hereunder to increase the Commitment of such Bank hereunder,
provided that the following conditions are satisfied:

(i) The Bank which has agreed to increase its Commitment
hereunder and the Company and such Bank shall jointly notify the Agent
Bank, in writing, of (A) the agreement of such Bank to increase its
Commitment hereunder, (B) the aggregate principal amount of the
increase in such Bank's Commitment and (C) the effective date of such
agreement, which notice shall be substantially in the form of Exhibit
B attached hereto; and

(ii) The Company shall execute and deliver to such Bank a
new Note to the order of such Bank in an original principal amount
equal to the aggregate principal amount of the increase in such Bank's
Commitment hereunder.

(c) Any increase in the Total Commitments of the Banks
contemplated by paragraph (a) above may also be effected as a result of an
agreement by a financial institution which is not then a Bank hereunder to
become a Bank hereunder, provided that the following conditions are satisfied
prior to or contemporaneously with the effectiveness of the increase in the
Total Commitments of the Banks:

(i) The financial institution which has agreed to become
a Bank hereunder shall execute and deliver to the Agent Bank, for
itself and on behalf of the Banks, an agreement to assume the rights
and obligations of a Bank hereunder and to accept and ratify, in full,
the terms of this Agreement, which agreement shall set forth (A) the
aggregate principal amount of such institution's Commitment hereunder,
(B) the effective date of such agreement and (C) such institution's
address for notices pursuant to Section 12.2 hereof, and which
agreement shall be substantially in the form of Exhibit C-1 attached
hereto, and which shall be acknowledged and agreed to by the Company;
and

(ii) the Company shall execute and deliver to such
institution a Note to the order of such institution in an original
principal amount equal to the aggregate principal amount of such
institution's Commitment hereunder.

Upon the Agent Bank's receipt of the items described in clause (c)(i) above,
together with any other agreement, amendment or other document which the Agent
Bank deems necessary to implement the intent and terms of this Section 2.3 (all
of which shall be in form and substance satisfactory to the Agent Bank), such
financial institution shall thereupon and thereafter be deemed to be a Bank for
all purposes hereunder.

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(d) The amount of the Total Commitments of the Banks hereunder
shall be deemed to be increased (i) by the aggregate principal amount by which
any existing Bank hereunder increases its Commitment hereunder in accordance
with Section 2.3(b) above, and (ii) by the aggregate principal amount of any
Commitment hereunder by any new financial institution in accordance with
Section 2.3(c) hereof. Simultaneously with any increase in the Total
Commitments of the Banks pursuant to, and in accordance with, this Section 2.3,
the respective pro rata share of the Banks (including any new Banks) of the
Total Commitments of the Banks shall be deemed to be automatically adjusted to
reflect the increase in the amount of the Total Commitments of the Banks and
the Agent Bank shall notify the Banks of such increase and of each Bank's new
pro rata share hereunder.

(e) Any increase in the Total Commitments of the Banks hereunder
shall not affect any other term or condition of this Agreement. However, any
such increase in the Total Commitments of the Banks shall cause a reallocation
of each Bank's pro rata share of each Syndicated Loan and/or each Letter of
Credit outstanding on the effective date of such increase. Such reallocation
shall be accomplished by a payment to the Agent Bank, for the account of the
Banks, by (a) the existing Bank that has increased its Commitment or (b) the
new financial institution that has become a Bank, as the case may be, of an
amount equal to such Bank's pro rata share of all outstanding Syndicated Loans
and unpaid Reimbursement Obligations. The Agent Bank shall then immediately
transmit the applicable pro rata share of such payment so received by the Agent
Bank in immediately available funds to each Bank entitled thereto in the manner
specified by such Bank. The existing Bank increasing its Commitment or the new
financial institution that has become a Bank shall be deemed to have
automatically assumed its pro rata share of the obligations set forth in
Section 4.1(b) hereof with respect to all issued and outstanding Letters of
Credit (including the ESOP Letter of Credit).

ARTICLE III. THE LOANS

Section 3.1 Syndicated Loans. Subject to the terms and conditions
hereof, during the period from the Effective Date to the Termination Date, each
Bank severally and not jointly agrees to make Syndicated Loans to the Company
in an aggregate principal amount at any one time outstanding up to, but not
exceeding, such Bank's Commitment; provided, however, that any given borrowing
of Syndicated Loans made pursuant to this Section 3.1 shall not exceed the
Available Commitment at the time of such borrowing. Subject to the terms and
conditions of this Agreement, during the period from the Effective Date to the
Termination Date, the Company may borrow, repay and reborrow Syndicated Loans
hereunder.

Section 3.2 Notice and Place of Borrowing for Syndicated Loans. The
Company shall give written, facsimile or telephonic (confirmed immediately in
writing) notice to the Agent Bank, such notice to be given not later than 11:00
a.m. Atlanta, Georgia time on a Business Day which is at least the Required
Number of days prior to each borrowing of Syndicated Loans and to contain the
date of such borrowing, the amount of such borrowing, the Interest Rate option
selected, and, where applicable, the length of the

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Interest Period. Upon receiving notice from the Company, the Agent Bank shall
promptly give written, facsimile or telegraphic notice to each Bank, such
notice to contain the date of such borrowing, the amount to be borrowed from
such Bank, the Interest Rate option selected, and, where applicable, the length
of the Interest Period. Funds are to be disbursed pursuant to this Agreement
at the Main Office of the Agent Bank. Not later than 11:00 a.m. Atlanta time
on the date of borrowing of Syndicated Loans as specified in the notice from
the Agent Bank to the Banks, each Bank shall have made available at the Main
Office of the Agent Bank, in immediately available funds, the amount of
Syndicated Loans to be advanced by such Bank, and the Agent Bank shall
immediately pay such funds to or upon the order of the Company. Unless the
Agent Bank shall have received notice from a Bank prior to the date of any such
borrowing that such Bank will not make available to the Agent Bank such Bank's
ratable portion of such borrowing, the Agent Bank may assume that such Bank has
made such portion available to the Agent Bank on the date of such borrowing in
accordance with this Section 3.2, and the Agent Bank may, in reliance upon such
assumption, make available to the Company on such date a corresponding amount.
If and to the extent such Bank shall not have made such ratable portion
available to the Agent Bank, such Bank and the Company severally agree to repay
to the Agent Bank immediately on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Company and until the date such amount is repaid to the Agent Bank, at (i)
with respect to the Company, the interest rate applicable at the time to the
type of Loan comprising such borrowing, or (ii) with respect to the Bank, at
the applicable overnight federal funds rate. If such Bank shall repay to the
Agent Bank such corresponding amount, such amount so repaid shall constitute
such Bank's advance as part of such borrowing for purposes of this Agreement.

Section 3.3 Competitive Bid Loans.

(a) Competitive Bid Loans. Subject to the terms and conditions
hereof, during the period from the Effective Date to the Termination Date, the
Company may request the Banks to make offers to make Competitive Bid Loans to
the Company in Dollars. The Banks may, but shall have no obligation to, make
such offers and the Company may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section 3.3. There may be no more
than ten different Interest Periods for both Syndicated Loans and Competitive
Bid Loans outstanding at the same time. There shall not be outstanding at any
one time more than ten Competitive Bid Loans. Further, the aggregate principal
amount of all Competitive Bid Loans outstanding at any time, together with the
aggregate principal amount of all Syndicated Loans outstanding at such time,
the aggregate Stated Amount of Letters of Credit outstanding at such time and
all Reimbursement Obligations outstanding at such time shall not exceed the
Total Commitments of the Banks in effect at such time. However, the aggregate
principal amount of Competitive Bid Loans extended by a Bank hereunder from
time to time may exceed the Commitment of such Bank then in effect at such
time. Further, for purposes of this Agreement, Competitive Bid Loans made
pursuant to the same Competitive Bid

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Quote Request and having the same maturity date but extended by different Banks
shall be deemed to be a single Competitive Bid Loan made hereunder.

(b) Request for Competitive Bid Loans. When the Company elects to
request offers to make Competitive Bid Loans, it shall give the Agent Bank
notice (a "Competitive Bid Quote Request") to be received by the Agent Bank no
later than 11:00 a.m. Atlanta, Georgia time on the date one Business Day prior
to the date of borrowing proposed therein (or such other time and date as the
Company and the Agent Bank, with the consent of the Majority Banks, may agree).
The Company may request offers to make Competitive Bid Loans for up to two
different Interest Periods in a single notice; provided, however, that the
request for each separate Interest Period shall be deemed to be a separate
Competitive Bid Quote Request for a separate borrowing. In connection with any
Competitive Bid Quote Request, the Company shall furnish each Bank with the
following as to each Competitive Bid Loan:

(i) the proposed date of a borrowing of such Competitive
Bid Loan, which shall be a Business Day;

(ii) the amount of such Competitive Bid Loan, which shall
be at least $10,000,000 (and integral multiples of $1,000,000 in excess
thereof) but shall not cause the limits specified in paragraph (a) above to be
violated;

(iii) the duration of the Interest Period applicable
thereto; and

(iv) the date on which the Competitive Bid Quotes are to
be submitted if it is before the proposed date of borrowing (the date on which
such Competitive Bid Quotes are to be submitted is called the "Quotation
Date").

Except as otherwise provided in this Section 3.3(b), no Competitive Bid Quote
Request will be made by the Company within five (5) Business Days (or such
other number of days as the Company and the Agent Bank, with the consent of the
Majority Banks, may agree) of any other Competitive Bid Quote Request.

(i) Each Bank may submit one or more Competitive Bid
Quotes, each containing an offer to make a Competitive Bid Loan in response to
any Competitive Bid Quote Request; provided, however, that, if the Company's
request under paragraph (b) above specified more than one Interest Period, such
Bank may make a single submission containing one or more Competitive Bid Quotes
for each such Interest Period. Each Competitive Bid Quote must be submitted to
the Company not later than 10:30 a.m. Atlanta, Georgia time on the Quotation
Date (or such other time and date as the Company and the Agent Bank, with the
consent of the Majority Banks, may agree). Subject to terms hereof, any
Competitive Bid Quote so made shall be irrevocable once made except with the
consent of the Agent Bank given on the instructions of the Company.

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(ii) Each Competitive Bid Quote may be given to the
Company by telephone and shall be promptly confirmed in writing via facsimile.
Such confirmation shall be substantially in the form of Exhibit E hereto and
shall specify:

(A) the proposed date of borrowing and the
Interest Period therefor;

(B) the principal amount of the Competitive Bid
Loan for which each such offer is being made, which principal amount shall be
at least $10,000,000 (and integral multiples of $1,000,000 in excess thereof);
provided that (1) the aggregate principal amount of all Competitive Bid Loans
for which a Bank submits Competitive Bid Quotes may not exceed the maximum
aggregate principal amount of the Available Commitment and (2) the Company may
not accept Competitive Bid Quotes that would result in an aggregate principal
amount outstanding greater than the then current Available Commitment;

(C) the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such
Competitive Bid Loan (the "Absolute Rate"); and

(D) the identity of the quoting Bank.

Unless otherwise agreed by the Agent Bank and the Company, no Competitive Bid
Quote shall contain qualifying, conditional or similar language or propose
terms other than or in addition to those set forth in the applicable
Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may
be conditioned upon acceptance by the Company of all (or some specified
minimum) of the principal amount of the Competitive Bid Loan for which such
Competitive Bid Quote is being made.

(d) Notification by Company. The Company shall, as promptly as
practicable after the Competitive Bid Quotes are submitted (but in any event
not later than 11:30 a.m. Atlanta, Georgia time on the Quotation Date), notify
the Agent Bank of the terms (i) of any Competitive Bid Quote submitted by a
Bank that is in accordance with Section 3.3(c) hereof and (ii) of any
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with a
previous Competitive Bid Quote submitted by such Bank with respect to the same
Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall
be disregarded by the Company unless such subsequent Competitive Bid Quote is
submitted solely to correct a manifest error in such former Competitive Bid
Quote. The Company's notice to the Agent Bank shall specify (A) the aggregate
principal amount of the Competitive Bid Loan borrowing for which offers have
been received and (B) the respective principal amounts and Absolute Rates so
offered by each Bank (identifying the Bank that made each Competitive Bid
Quote).

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(e) Acceptance of Competitive Bid Quotes. In the case of
acceptance of Competitive Bid Quotes, such notice shall be substantially in the
form of Exhibit F and shall specify the aggregate principal amount of offers
that are accepted for each Interest Period and shall be delivered to the Agent
Bank and all Banks whose competitive Bid Quotes have been accepted by the
Company not later than 1:00 p.m. Atlanta, Georgia time on the Quotation Date.
The Company may accept any Competitive Bid Quote in whole or in part if the
following conditions are met:

(i) the aggregate principal amount of each borrowing of a
Competitive Bid Loan may not exceed the applicable amount set forth in the
related Competitive Bid Quote Request;

(ii) the aggregate principal amount of each borrowing of a
Competitive Bid Loan shall be at least $10,000,000 (and integral multiples of
$1,000,000 in excess thereof) but shall not cause the limits specified in
Section 3.3(a) hereof to be violated;

(iii) except as provided below, acceptance of offers may be
made only in ascending order of Absolute Rates in each case beginning with the
lowest rate so offered; and

(iv) the Company may not accept any offer where such offer
fails to comply with Section 3.3(c) hereof or otherwise fails to comply with
the requirements of this Agreement (including, without limitation, this Section
3.3).

In the event that two or more Banks quote the same Absolute Rates for a related
Interest Period and the aggregate principal amount, after acceptance of all
lower Absolute Rates, is greater than the principal amount for which the
Company has requested Competitive Bid Quotes, then the principal amount of
Competitive Bid Loans shall be allocated by the Company in proportion to the
aggregate principal amount of such offers. Determinations by the Company of
the amounts of Competitive Bid Loans and the lowest bid shall be conclusive in
the absence of manifest error.

(f) Bank's Obligation to Make Competitive Bid Loans. Any Bank
whose offer to make any Competitive Bid Loan has been accepted shall, not later
than 1:00 p.m. Atlanta, Georgia time on the date specified for the making of
such Loan, make the amount of such Loan available to the Company on such date
by depositing the same, in Dollars and in immediately available funds, in an
account designated by the Company for the deposit of such funds. Subject to
the last sentence of Section 3.3(a), the making of Competitive Bid Loans by a
Bank shall not affect or reduce the obligation of such Bank to make Syndicated
Loans under Section 3.1 hereof.

(g) Repayment of Competitive Bid Loans. Unless payable earlier
pursuant to the terms hereof, the Company shall repay the outstanding principal
amount of, and all accrued but unpaid interest on, each Competitive Bid Loan at
the end of the Interest Period applicable thereto.

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Section 3.4 The Notes. Each of the Syndicated Loans made pursuant to
this Agreement shall be evidenced by a promissory note executed and delivered
by the Company in form substantially the same as Exhibit A-1 attached hereto
and made a part hereof (each a "Syndicated Note"), each dated the date of this
Agreement, each drawn to the order of one of the Banks in the amount of such
Bank's respective Commitment, and each maturing on the Termination Date. Each
of the Competitive Bid Loans made pursuant to this Agreement shall be evidenced
by a promissory executed and delivered by the Company in form substantially the
same as Exhibit A-2 attached hereto and made a part hereof (each a "Competitive
Bid Note"), each dated the date of this Agreement, drawn to the order of the
Bank making such Competitive Bid Loan, and each maturing on the Termination
Date. Each of the Syndicated Notes and the Competitive Bid Notes are
hereinafter referred to as the "Notes" and each as a "Note". Each Bank's
records with respect to advances and repayments of Loans hereunder shall,
absent manifest error, be deemed to prevail as to the Company's obligations
hereunder.

Section 3.5 Interest. The Company shall pay interest on the
outstanding principal amount of each Loan for the period commencing on the date
of each such Loan until such Loan shall be due and payable at the rates and
times set forth below.

(a) Interest on Eurodollar Rate Loans. Subject to the provisions
of subsection (d) immediately below, interest on each Eurodollar Rate Loan
shall be payable (i) on the last day of each Interest Period with respect
thereto; provided, however, that if such Interest Period is for a period of
duration in excess of three months, then such interest shall also be payable on
the date three months after the first day of such Interest Period, (ii) on the
date of conversion of such Eurodollar Rate Loan to a Base Rate Loan and (iii)
at maturity of such Loan (and after maturity of such Loan (whether by
acceleration or otherwise) upon demand), at an interest rate per annum during
the Interest Period for such Loan equal to the Eurodollar Rate for the Interest
Period in effect for such Eurodollar Rate Loan. Each determination by the
Agent Bank of an interest rate hereunder shall be conclusive and binding on the
Banks and the Company for all purposes, absent manifest error.

(b) Interest on Base Rate Loans. Subject to the provisions of
subsection (d) immediately below, interest on each Base Rate Loan shall be
payable quarterly in arrears on the last day of each March, June, September and
December of each year and at maturity (and after maturity (whether by
acceleration or otherwise) upon demand) at an interest rate per annum equal to
the Base Rate.

(c) Interest on Competitive Bid Loans. Subject to the provisions
of subsection (d) immediately below, interest on each Competitive Bid Loan
shall be payable for each Interest Period applicable thereto on the last day of
such Interest Period (and after maturity (whether by acceleration or otherwise)
upon demand); provided, however, that if such Interest Period is for a period
of duration in excess of three months, then such interest shall also be payable
on the date three months after the first day of such

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Interest Period at a rate per annum equal to the Absolute Rate applicable to
such Competitive Bid Loan.

(d) Interest Upon Event of Default. Any payment of principal or
interest on any Loan which is not paid when due, as herein provided, shall bear
interest (to the extent permitted by law) at that rate which is one-quarter of
one percent (1/4%) above the Base Rate in effect on each respective day
thereafter until paid in full and such interest shall be payable on demand.

(e) Prepayment. Upon prepayment of any Loan hereunder, interest
accrued and unpaid on the amount so prepaid shall become due on the date of
such prepayment.

(f) Computations. Interest on Base Rate Loans shall be computed
on the basis of a year of 365/366 days and an actual day month. Interest on
Eurodollar Rate Loans and Competitive Bid Loans shall be computed on the basis
of a year of 360 days and an actual day month.

Section 3.6 Place of Payment. Each payment (whether required or
voluntary and whether of principal or interest or both) on each Note and each
payment of fees or other amounts owing by the Company hereunder shall be
payable, on or before 11:00 a.m., Atlanta time, on the due date of each
payment, in immediately available funds, to the Agent Bank at its Main Office
at such account as the Agent Bank shall from time to time notify the Company in
writing. The Agent Bank shall then immediately transmit the applicable pro
rata share of such payment, in the case of a Syndicated Loan, and, subject to
Section 3.8 hereof, the full amount of such payment in the case of a
Competitive Bid Loan, so received by the Agent Bank in immediately available
funds to each Bank entitled thereto in the manner specified by such Bank. Any
required payment which would otherwise be due on a day not a Business Day shall
be made on the immediately succeeding Business Day.

Section 3.7 Voluntary Prepayment. The Company may voluntarily
prepay, at any time and from time to time prior to maturity on one day's prior
notice to the Agent Bank, any part or the whole of the principal of the Notes;
provided, however, that any voluntary prepayment shall be in a minimum amount
of $25,000,000 and integral multiples of $5,000,000 in excess thereof. Upon
any such prepayment, the Company shall simultaneously pay all accrued and
unpaid interest on the amount of principal voluntarily prepaid. However, any
such prepayment of a Competitive Bid Loan or Eurodollar Rate Loan shall be made
only on the last day of the Interest Period therefor. Any such voluntary
prepayment of principal shall, in the case of a Syndicated Loan, to that extent
increase the amount (immediately prior to such prepayment) of the unused Total
Commitments of the Banks available to the Company under the terms of this
Agreement. All voluntary prepayments provided for in this Section 3.7 shall be
without premium or penalty.

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Section 3.8 Pro Rata Treatment. Except for Competitive Bid Loans and
Section 3.14 hereof, and except with respect to payments to be made to a Bank
pursuant to Sections 3.10, 3.16 or 12.3 and any other indemnity in favor of a
Bank or Banks hereunder, each borrowing from, payment to, and utilization of
and reduction of the Commitments of, the Banks hereunder shall, be prorated
among the Banks according to the respective Commitments of the Banks as set
forth in Section 2.2 hereof, as the same may be adjusted from time to time
under Section 2.3, 3.13, 3.14 or 3.16 hereof. Each borrowing of Syndicated
Loans hereunder shall (in the aggregate) be made in integral multiples of
$5,000,000, with a minimum of $25,000,000; provided, however, that any
Syndicated Loans made pursuant to Section 4.4(c)(ii) may, in the aggregate, be
in the amount necessary to reimburse the Agent Bank. Except as otherwise
provided herein, (i) payments with respect to the outstanding principal of, or
accrued interest on, the Syndicated Loans shall be made pro rata to only those
Banks that funded such Loans (including any Bank that advanced monies pursuant
to the provisions of Section 2.3(e) hereof) and not to any defaulting Bank or a
Bank not otherwise participating in such Loan, (ii) so long as no Event of
Default has occurred, each payment of principal and interest on the Competitive
Bid Loans shall be made to the Agent Bank for the account of the respective
Bank making such Competitive Bid Loan, and the principal amount of Competitive
Bid Loans shall be paid on the last day of the Interest Period for such
Competitive Bid Loan, (iii) after the occurrence of an Event of Default, each
payment on account of principal and interest on any outstanding Loans shall be
made to the Agent Bank for the account of the Banks pro rata in accordance with
the aggregate principal amount of all Loans then outstanding, and (iv) all
payments to be made by the Company for the account of each of the Banks on
account of principal, interest and fees, shall be made without set-off or
counterclaim.

Section 3.9 Initial Determination of Interest Rate and Conversion of
Loans Between Eurodollar Rate and Base Rate. Prior to the initial or any
subsequent borrowings, the Company will specify the Interest Rate to be
applicable to such borrowings, and on any Business Day or Eurodollar Business
Day, as applicable, the Company may convert on a pro rata basis among the Banks
any outstanding Base Rate Loans or Eurodollar Rate Loans into the other type of
Syndicated Loans, subject to the following limitations:

(a) No such conversion of any Eurodollar Rate Loan may be made
except on the last day of an Interest Period with respect thereto; and

(b) The Company shall give Agent Bank the Required Number of days
notice for such borrowing or conversion.

If, at the end of an Interest Period of a Eurodollar Rate Loan, the Company has
failed to specify in a timely manner the Interest Rate option applicable to
such Loan for the period after the expiration of the then current Interest
Period, the Company shall be deemed to have selected that such Loan shall bear
interest at the Base Rate and, at the end of such Interest Period, such Loan
shall automatically convert to a Base Rate Loan.

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Section 3.10 Failure to Borrow. The Company shall indemnify and hold
harmless each Bank in respect of any funding costs and/or losses in the event
that any borrowing notified to the Banks pursuant to Section 3.2 or 3.3,
relative to Eurodollar Rate Loans or Competitive Bid Loans, shall not be
consummated because of the Company's failure to satisfy one or more of the
applicable conditions precedent in Article V or because the Company fails to
borrow such Loans at the specified time.

Section 3.11 Commitment Fee. The Company shall pay to the Agent
Bank, for the account of the Banks to be distributed to the Banks pro rata in
accordance with their respective Commitments, a Commitment Fee on the daily
average amount of the Available Commitment for the period from the Effective
Date to the Termination Date at the per annum percentage rate set forth below
corresponding to the long term senior unsecured debt rating of the Company, as
rated by S&P and Xxxxx'x, respectively, in effect from time to time; provided,
however, that, solely for purposes of calculating the Commitment Fee under this
Section 3.11, the outstanding principal amount of all Competitive Bid Loans
shall not be subtracted when determining the Available Commitment.

LONG TERM SENIOR UNSECURED DEBT RATING OF THE
COMPANY COMMITMENT FEE
LEVEL (S&P/XXXXX'X) PERCENTAGE
------------------------------------------------------------------------------------------------

1 A- or higher or A3 or higher 0.10%
2 BBB+ or Baa1 0.125%
3 BBB or Baa2 0.15%
4 BBB- or Baa3 0.1875%
5 BB+ or Ba1 0.225%
6 BB and Ba2 0.25%
7 BB- or lower or Ba3 or lower 0.375%

Commitment Fee shall be computed on the basis of a year of 365/366 days, on an
actual-day month. Accrued Commitment Fee shall be payable in arrears and in
immediately available funds on the last day of each March, June, September and
December during the term of this Agreement and on the Termination Date,
commencing on December 31, 1995. The Agent Bank shall forthwith pay to each
Bank its ratable share of each payment of Commitment Fee under this Section
3.11 in immediately available funds.

The Agent Bank shall determine the Commitment Fee from time to time in
accordance with the above table and notify the Company and the Banks of such
determination from time to time. In the event the S&P Rating and the Xxxxx'x
Rating correspond to different levels on the above table resulting in different
Commitment Fee determinations, the following provisions shall apply. In the
event: (i) the S&P Rating and the Xxxxx'x Rating differ by one level and (ii)
each such Rating is in one of the levels between levels 1 and 6, inclusive, the
Commitment Fee shall be that corresponding to the

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higher Rating. For example, an "A-" S&P Rating and a "Baa1" Xxxxx'x Rating
would result in a Commitment Fee percentage equal to 0.10%. In the event the
S&P Rating and the Xxxxx'x Rating differ by two levels, the Commitment Fee
shall be that corresponding to that level which is in between the two
applicable levels. For example, a "BBB+" S&P Rating and a "Baa3" Xxxxx'x
Rating would result in a Commitment Fee percentage equal to 0.15%. In the
event the S&P Rating and the Xxxxx'x Rating differ by more than two levels, the
Commitment Fee shall be that corresponding to the level immediately above the
lower of such Ratings. For example, an "A-" S&P Rating and a "Baa3" Xxxxx'x
Rating would result in a Commitment Fee percentage equal to 0.15%. In the
event: (i) the S&P Rating and the Xxxxx'x Rating correspond to different levels
and (ii) both such Ratings are below level 5 (i.e. level 6 or level 7), then
the Commitment Fee shall be that corresponding to the lower Commitment Fee.
For example a "BB" S&P Rating and a "Ba3" Xxxxx'x Rating would result in a
Commitment Fee percentage equal to 0.375%.

In the event only one rating agency exists or continues rating the
Company's long term senior unsecured debt, such agency's rating shall be used
for purposes of the above table. In the event: (i) neither agency exists or
continues rating the Company's long term senior unsecured debt or (ii) the
Company no longer has any outstanding long term senior unsecured debt to be
rated, the Commitment Fee for the first 90 days after such occurrence shall be
the Commitment Fee in effect as determined using the above immediately prior to
such occurrence. During such 90-day period, the Agent Bank and the Company
shall negotiate in good faith to agree upon a new pricing grid or other
appropriate pricing terms. Any such new grid or pricing terms shall be
approved by the Majority Banks. In the event the Agent Bank, the Company and
Majority Banks cannot agree upon such new pricing grid or pricing terms by the
end of such 90-day period, the Commitment Fee shall be that corresponding to
level 5 of the above table for the remainder of the term of this Agreement.

Any necessary adjustment in the Commitment Fee pursuant to the terms
hereof shall become effective immediately upon any change in a Rating.

Section 3.12 Termination of Credit Facility. Unless earlier
terminated pursuant to the terms hereof, the Commitments of the Banks, and the
Credit Facility, shall terminate on the Termination Date. Accordingly, the
Company shall pay the entire outstanding principal amount of, and all accrued
but unpaid interest on, the Loans and Notes, together with any and all other
amounts owing by the Company to the Bank, the Letter of Credit Banks and the
Agent Bank hereunder or under the Notes, on the Termination Date.

Section 3.13 Optional Reduction of Commitments. The Company shall
have the right at any time or from time to time upon not less than two Business
Days' prior written notice to the Agent Bank to reduce the Total Commitments of
the Banks, in whole or in part, provided that each partial reduction shall be
in an aggregate amount of not less than $25,000,000 and an integral multiple of
$5,000,000, and shall reduce the respective

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Commitments of all the Banks proportionately; provided, however, that the
Company shall not reduce the Total Commitments of the Banks to an amount which
is less than the aggregate of (i) the aggregate principal amount of all
Eurodollar Rate Loans and Competitive Bid Loans having Interest Periods ending
after the effective date of the reduction plus (ii) the Stated Amount of all
Letters of Credit with an expiration date after the effective date of the
reduction; and further, provided, that in no event shall the Total Commitments
of the Banks be reduced to an amount less than $400,000,000, unless the Total
Commitments of the Banks are terminated in full. The Agent Bank shall give
prompt written notice to each Bank of each such reduction. Upon any optional
reduction of the Total Commitments of the Banks, the Company shall prepay such
amount of each Bank's outstanding Loans, if any, as may be necessary so that
after such prepayment the sum of the aggregate unpaid principal amount of such
Bank's Loans, such Bank's pro rata share of unpaid Reimbursement Obligations,
and such Bank's liability in respect of all outstanding Letters of Credit does
not exceed the amount of such Bank's Commitment as then reduced. Once the
Company voluntarily reduces the Commitments pursuant to this Section 3.13, the
Company may not thereafter increase the Commitments pursuant to Section 2.3 or
otherwise.

Section 3.14 Substitution of Banks.

3.14.1 If any Bank shall default in the performance of its
Commitment, whether in whole or in part, then:

(a) such default shall not relieve any other Bank of its
Commitment; and

(b) the Company may, with the prior written approval of the Agent
Bank (such approval not to be unreasonably withheld), terminate the Commitment
of such defaulting Bank and arrange for the Commitment of the defaulting Bank
to be taken over by one or more of the other Banks, and to the extent that such
other Banks will not take over such Commitment, arrange for its assumption by
one or more banks which are not at that time parties hereto, each of which
banks shall, except as otherwise provided herein upon execution and delivery to
the Company of a counterpart hereof, become a Bank hereto to the extent of the
Commitment taken over by it; and

(c) the defaulting Bank shall immediately refund to the Company
that portion of all Commitment Fees which have been paid to it by the Company
with respect to the amount of its Commitment not made available to the Company
and shall be liable to the Company for any and all additional costs and
expenses incurred by the Company in connection with arranging, obtaining and
funding any substitute loan or loans and/or substitute commitment or
commitments; provided, however, that neither the payments by a defaulting Bank
required by this subsection, nor any action of the Company pursuant to this
Section 3.14, nor the prepayment of Notes pursuant to Section 3.14.2 hereof
shall constitute a waiver of or release of any right which the Company shall
have against the defaulting Bank for its failure to perform its obligations
hereunder.

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3.14.2 Loans previously made hereunder by a defaulting or withdrawing
Bank, or any portion thereof, which are included in the Commitment taken over
by any other Bank or Banks or by a bank or banks not then parties hereto, shall
be prepaid by the Company without penalty or premium but subject to offset of
the amounts due from such withdrawing Bank pursuant to Section 3.14.1(c).

3.14.3 From time to time, the Company may replace a non-defaulting
Bank (the "Replaced Bank") with another financial institution (or institutions)
desiring to be a Bank hereunder (the "New Bank(s)") and/or with one or more
Banks already a party hereto ("Existing Bank(s)") so long as (a) the Replaced
Bank consents in writing to such replacement and receives all amounts owing to
such Replaced Bank hereunder on the effective date of such replacement, (b) the
New Bank(s) and/or Existing Bank(s), as the case may be, assume(s) all of the
obligations of a Bank hereunder having a Commitment equal to the Replaced
Bank's by executing, in the case of a New Bank(s), a letter agreement in
substantially the form of Exhibit C-1 attached hereto or, in the case of an
Existing Bank(s), a letter agreement in substantially the form of Exhibit C-2
hereto, (c) the Commitment(s) of the New Bank(s), together with the additional
Commitment(s) of the Existing Bank(s) assumed by the Existing Bank(s) pursuant
hereto, is equal to the Commitment of the Replaced Bank and (d) the Company and
the Agent Bank acknowledge and consent that the New Bank(s) shall become a Bank
hereunder (and/or that the Existing Bank(s) shall have an additional Commitment
hereunder equal to that of the Replaced Bank) by signing the respective
acknowledgments contained in the appropriate letter agreement referred to in
subparagraph (c) above.

3.14.4 Upon the increase in any Bank's Commitment or any bank or
banks becoming a party to this Agreement as herein provided, the Company shall
immediately furnish to all Banks which are then parties hereto notice of (a)
the increased Commitment of such Bank, or (b) the names and addresses of such
bank or banks together with the amount of the Commitment of each such bank or
banks.

3.14.5 The respective amounts of the Commitments under Section 2.2
hereof shall be adjusted from time to time to reflect any changes made pursuant
to this Section 3.14 and notice of such adjustments shall be given by the
Company at the time thereof to each Bank or bank then a party hereto. Such
adjusted amounts of Commitments shall thereupon become the basis for pro rata
treatment under Section 3.8 of this Agreement.

3.14.6 Upon the termination in whole of the Commitment of any Bank or
any bank which has become a party hereto, and the prepayment of all Loans
previously made under such Commitment, all as provided in this Section 3.14,
such Bank or bank shall cease to be a party to this Agreement except as
otherwise provided herein.

Section 3.15 Amendment Fee. On the Effective Date, the Company shall
pay to the Agent Bank for the account of each Bank an amendment fee equal to
the product of: (i) the following percentage corresponding to the amount that
such Bank indicated to

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NationsBanc Capital Markets, Inc. ("NCMI") in the commitment letter previously
delivered by such Bank to NCMI (the "Preliminary Commitment") using the table
set forth below times (ii) the final Commitment of such Bank as set forth in
Section 2.2 hereof:

Amount of Bank's
-----------------
Preliminary Commitment Percentage Fee
---------------------- --------------

Less than $50,000,000 0.05%
$50,000,000 to $74,999,999 0.075%
$75,000,000 to $99,999,999 0.10%
$100,000,000 or more 0.125%

The Agent Bank shall deliver to each Bank its amendment fee promptly upon
receipt thereof in immediately available funds.

Section 3.16 Capital Requirements. If, as a result of the adoption
after the date of this Agreement, of any applicable law, rule or regulation
affecting capital adequacy or capital maintenance, or any change after the date
of this Agreement in the interpretation or administration of any law, rule or
regulation affecting capital adequacy or capital maintenance in existence as of
the date hereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Bank with any request or directive affecting capital adequacy or
capital maintenance (whether or not having the force of law) of any such
authority, central bank or comparable agency, any Bank determines that such
adoption, change or compliance has or would have the effect of reducing the
rate of return on such Bank's capital as a consequence of its Commitment or
Loans or its commitment to issue, participate in or maintain Letters of Credit
to a level below that which such Bank could have achieved but for such
adoption, change or compliance (taking into consideration such Bank's policies
with respect to capital adequacy) by an amount deemed by such Bank to be
material, such Bank shall give prompt notice to the Company and the Agent Bank,
and then from time to time, within 15 days after submission by such Bank to the
Company (with a copy to the Agent Bank) of a written request therefor, the
Company shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such reduction. Any request submitted by a Bank to
the Company pursuant to this Section 3.16 shall contain such calculations of
the amounts requested therein as such Bank shall deem reasonable in view of its
customary practices, and shall be submitted as soon as practicable, but in any
event the initial such request shall be submitted not more than 90 days after
such Bank becomes aware of the event by reason of which such request is being
submitted. Subsequent requests by such Bank shall be submitted quarterly. If
any Bank requests payment of any amount from the Company pursuant to this
Section 3.16, the Company may, pursuant to arrangements and documentation
satisfactory to the Company and the Agent Bank, prepay the outstanding Loans,
fees, and any other amounts due to such Bank in full and terminate the
Commitment of such Bank and the Company may at its option arrange for all or
part of the Commitment of such Bank to be

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taken over by one or more of the other Banks and, to the extent such other
Banks do not take over such Commitment or part thereof, arrange for it to be
taken over in whole or in part by a bank or banks not a party hereto, each of
which banks shall, except as otherwise provided herein upon execution and
delivery to the Company of a counterpart hereof, become a full party hereto to
the extent of the Commitment taken over by it. Upon any bank or banks becoming
a party to this Agreement as herein provided, the Company shall immediately
furnish to all Banks which are then parties hereto the names and addresses of
such bank or banks together with the amount of the Commitment of each such bank
or banks. The respective amounts of the Commitments under Section 2.2 hereof
shall be adjusted from time to time to reflect any changes made pursuant to
this Section 3.16 and notice of such adjustments shall be given by the Company
at the time thereof to each Bank or bank then a party hereto. Such adjusted
amounts of Commitments shall thereupon become the basis for pro rata treatment
under Section 3.8 of this Agreement. Upon the termination in whole of the
Commitment of any Bank or any bank which has become a party hereto, and the
prepayment of all Loans previously made under such Commitment, all as provided
in this Section 3.16, such Bank or bank shall cease to be a party to this
Agreement except as otherwise provided herein.

Section 3.17 Mandatory Termination of Commitments Upon Change in
Control. In the event that (i) any Person or two or more Persons acting in
concert shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities and
Exchange Act of 1934), directly or indirectly, of securities of the Company (or
other securities convertible into such securities) representing fifty percent
(50%) or more of the combined voting power of all securities of the Company
entitled to vote in the election of directors, other than securities having
such power only by reason of the happening of a contingency, or (ii) during any
period of up to twelve (12) consecutive months, commencing before or after the
date of this Agreement, individuals who at the beginning of such twelve (12)
month period were directors of the Company shall cease for any reason (other
than death, mental or physical disability, or retirement) to constitute a
majority of the board of directors of the Company, then: (a) the Commitments of
the Banks to the Company hereunder shall be immediately terminated, (b) any
amounts outstanding under the Notes or under this Agreement shall,
notwithstanding any other provisions of this Agreement or the Notes, become
immediately due and payable, and (c) the Company shall immediately deposit as
cash collateral, with the Agent Bank, an amount equal to the Stated Amount of
all outstanding Letters of Credit.

Section 3.18 Agent Fees. The Company agrees to pay to the Agent Bank
a fee to compensate the Agent Bank for the administration of the Credit
Facility, including a fee for the administration of requests and offers to make
Competitive Bid Loans, and for other services, such fee to be agreed upon by
the Agent Bank and the Company.

Section 3.19. Extension of Term of Credit Facility. The Company may
request up to two one (1) year extensions of the Termination Date. The Company
shall deliver any such request to the Agent Bank (the "Extension Request") at
least ninety days prior to

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the then current Termination Date, and the Agent Bank shall immediately forward
such request to the Banks. Each Bank shall have the right, as to its
Commitment, in its sole and absolute discretion, to approve or disapprove the
requested extension of the Credit Facility. Each Bank shall, within forty-five
days after the receipt by the Agent Bank of any Extension Request, notify the
Agent Bank whether such Bank shall extend its Commitment to the requested
extended Termination Date. In the event that not all of the Banks approve the
Extension Request, the Credit Facility shall terminate on the then current
Termination Date and all Loans, and all accrued but unpaid interest thereon and
all other amounts owing by the Company to the Banks and the Agent Bank
hereunder, shall be due and payable on the then current Termination Date.
However, and notwithstanding the foregoing, in the event Banks having
Commitments aggregating $400,000,000 or more approve the Extension Request
(such Banks so approving the Extension Request referred to herein as the
"Approving Banks") and one such Approving Bank is the Agent Bank, the Credit
Facility and the obligation to make Loans thereunder, solely as to the
Approving Banks, shall continue and shall remain in full force and effect on
the same terms and conditions of this Agreement. The Credit Facility as so
extended as to the Approving Banks shall become effective on the first day
after the Termination Date that would have then occurred but for an extension
thereof as contemplated by this Section 3.19. Further, any reference to
"Commitments" and to "Total Commitment of the Banks" as it relates to the
Credit Facility as extended pursuant to this Section 3.19, shall refer only to
the Commitments of the Approving Banks. In no event shall a Bank that is not
an Approving Bank (a "Terminating Bank") be obligated to participate in the
Credit Facility as so extended and the Company shall pay, on the Termination
Date that would have then occurred but for an extension thereof as contemplated
by this Section 3.19, all Loans made by a Terminating Bank, and all accrued
interest thereon, and all other amounts owing to such Terminating Bank
hereunder.

ARTICLE IV. LETTER OF CREDIT FACILITY

Section 4.1 Letters of Credit.

(a) Subject to the terms and conditions of this Agreement, the
Letter of Credit Banks, on behalf of the Banks, agree to issue and amend
(including without limitation, to extend or renew) for the account of the
Company one or more standby letters of credit (which may be direct pay letters
of credit) (individually, a "Letter of Credit" and collectively, the "Letters
of Credit"), in such form as may be requested from time to time by the Company
and agreed to by the applicable Letter of Credit Bank, from and including the
Effective Date to the Termination Date, up to a maximum aggregate Stated Amount
at any one time outstanding equal to the L/C Commitment Amount; provided,
however, that the Stated Amount of any Letter of Credit issued pursuant to this
Section 4.1 shall not exceed the Available Commitment at the time of such
issuance; and further, provided, that the expiration date of any Letter of
Credit shall not extend beyond the Termination Date. A request for a Letter of
Credit shall be pursuant to a letter of credit application form in form and
substance satisfactory to the applicable Letter of Credit Bank.

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(b) Each Bank severally agrees that it shall be absolutely,
unconditionally and irrevocably liable, without regard to the occurrence of any
Default or Event of Default or any condition precedent whatsoever, to the
extent of such Bank's pro rata share of the Total Commitments of the Banks, to
reimburse each Letter of Credit Bank for the amount of each Drawing paid by
such Letter of Credit Bank under each Letter of Credit issued by such Letter of
Credit Bank to the extent such amount is not reimbursed by the Company pursuant
to Section 4.4 hereof. Each Bank's obligation to reimburse the applicable
Letter of Credit Bank pursuant to this Section 4.1(b) shall not be affected by
any circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against a Letter of
Credit Bank, the Company, any direct or indirect beneficiary of any Letter of
Credit, the Agent Bank or any other Person whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default; (iii) any adverse change in
the condition (financial or otherwise) of the Company; (iv) any breach of this
Agreement by the Company, the Agent Bank or any other Bank; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing; provided, however, that the Banks shall not be obligated to
reimburse a Letter of Credit Bank pursuant to this Section 4.1(b) with respect
to a Letter of Credit if (i) such Letter of Credit Bank has made payment
pursuant to a Drawing with respect to such Letter of Credit and the making of
such payment constituted gross negligence or willful misconduct on the part of
such Letter of Credit Bank or (ii) a Letter of Credit Bank issues such Letter
of Credit after an Event of Default has been declared by any Bank or the
Majority Banks pursuant to Article IX hereof and written notice thereof has
been received by such Letter of Credit Bank or after an Event of Default
specified in Section 9.1(c) hereof has occurred. Each Bank's obligation to
reimburse a Letter of Credit Bank shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any Reimbursement Obligation of the Company is rescinded or must otherwise be
restored or returned by such Letter of Credit Bank upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company or upon
or as a result of the appointment of a receiver, intervenor or conservator of,
or trustee or similar officer for, the Company or any substantial part of its
property, or otherwise, all as though such payment had not been made. Upon
receipt of a notice of its obligation to reimburse a Letter of Credit Bank
prior to 11:00 a.m. on a Business Day, a Bank shall make such reimbursement on
such Business Day; if such notice is received after 11:00 a.m., reimbursement
shall be due on the next Business Day. The failure of any Bank to honor its
obligations hereunder shall not relieve any other Bank of its duty to honor its
obligations hereunder. Upon the written request of a Bank, a Letter of Credit
Bank shall deliver to such Bank a copy of any Letter of Credit and copies of
all material documents delivered to such Letter of Credit Bank in connection
with any Drawing with respect to such Letter of Credit.

(c) Each payment made by a Bank to a Letter of Credit Bank
pursuant to paragraph (b) above shall be treated as the purchase by such Bank
of a participating interest in the Company's Reimbursement Obligation under
Section 4.4 hereof in an amount equal to such payment. Each Bank, so long as
it has made the payment required

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to be made by it pursuant to Section 4.1(b) hereof, shall share in accordance
with its pro rata share of the Total Commitments of the Banks in any interest
which accrues pursuant to Section 4.4(b) hereof. All amounts recovered by the
Agent Bank hereunder or under the Notes and which are applied by the Agent Bank
to the Reimbursement Obligations of the Company under Section 4.4 hereof shall
be distributed by the Agent Bank to the Banks who have made the payments
required to be made by them pursuant to Section 4.1(b) hereof pro rata in
accordance with their respective share of the Total Commitments of the Banks.

(d) If and to the extent that any Bank shall fail to make
available to a Letter of Credit Bank the amount required to be paid by such
Bank pursuant to Section 4.1(b) hereof, such Letter of Credit Bank shall be
subrogated to the rights of such Bank under this Agreement to the extent of
such failure and shall thereafter (until such Bank shall make such amount
available to such Letter of Credit Bank) be entitled to receive all amounts
owing by such Bank hereunder and to the percentage of voting rights of such
Bank under this Agreement equal to the percentage the amount such Bank failed
to pay bears to the aggregate Stated Amount of all outstanding Letters of
Credit issued by such Letter of Credit Bank and the aggregate unpaid principal
of all outstanding Syndicated Loans at such time. If any Bank fails to
reimburse a Letter of Credit Bank as provided in Section 4.1(b) hereof, such
unreimbursed amount shall bear interest from the date due until paid at the
applicable overnight federal funds rate.

Section 4.2 Method of Issuance of Letters of Credit.

(a) Notice of Issuance. The Company shall give the Agent Bank
written notice or telephonic notice confirmed in writing at least three
Business Days prior to the requested date of issuance of a Letter of Credit,
and the Agent Bank shall give immediate notice thereof to the applicable Letter
of Credit Bank.

(b) Issuance. Provided the Company has given the notice
prescribed by Section 4.2(a) and subject to the other terms and conditions of
this Agreement, the applicable Letter of Credit Bank shall issue the requested
Letter of Credit on the date of issuance on behalf of the Banks for the benefit
of the stipulated beneficiary and shall deliver the original of such Letter of
Credit to the beneficiary at the address specified in the Company's notice. At
the request of the Company, the applicable Letter of Credit Bank shall deliver
a copy of each Letter of Credit to the Company within a reasonable time after
the date of issuance thereof. Upon the written request of the Company, the
applicable Letter of Credit Bank shall deliver to the Company a copy of any
Letter of Credit proposed to be issued hereunder prior to the issuance thereof.

(c) Reporting to Banks. The Agent Bank shall report to the Banks
on a quarterly basis the aggregate Stated Amount of all Letters of Credit then
outstanding and such other information concerning the Letters of Credit as a
Bank shall reasonably request. The Agent Bank shall promptly deliver to each
Bank copies of any Letter of Credit issued hereunder or any amendment thereto.
Other than as set forth in this

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paragraph (c), the Agent Bank shall have no duty to notify the Banks regarding
the issuance or other matters regarding Letters of Credit issued hereunder.
The failure of the Agent Bank to perform its requirements under this paragraph
(c) shall not relieve the Banks' reimbursement obligations under Section 4.1(b)
hereof.

Section 4.3 Letter of Credit Fees.

(a) The Company hereby agrees to pay to the Agent Bank, for the
account of the Banks, to be distributed to the Banks pro rata in accordance
with their respective Commitments, a letter of credit fee on the Stated Amount
of each outstanding Letter of Credit at a per annum rate equal to the
Applicable Margin for Eurodollar Rate Loans in effect from time to time (as
calculated in accordance with the definition thereof), such fee to be
calculated on the Stated Amount from the date of issuance (or, in the case of
the ESOP Letter of Credit, the Effective Date) to the earlier of the date of
expiration or of the final Drawing with respect to such Letter of Credit, based
on a year of 360 days and an actual day month, and payable quarterly in arrears
on the last day of each March, June, September and December during the term of
this Agreement and on the Termination Date.

(b) In addition to the fees set forth in (a) above, the Company
shall pay to (x) the Agent Bank for the account of each Letter of Credit Bank
(i) a fronting fee on the Stated Amount of each Letter of Credit issued by such
Letter of Credit Bank at a per annum rate of 0.125%, such fee to be calculated
on the Stated Amount from the date of issuance to the earlier of (x) the date
of expiration or termination of such Letter of Credit or (y) the date of the
final Drawing with respect to such Letter of Credit, based on a year of 360
days and an actual day month, and payable quarterly in arrears on the last day
of each March, June, September and December during the term of this Agreement
and on the expiration date or date of final Drawing of each such Letter of
Credit, and (ii) all out-of-pocket fees and disbursements incurred by such
Letter of Credit Bank in connection with the issuance or amendment of a Letter
of Credit and any administrative fee normally charged by the International
Department of such Letter of Credit Bank in connection with the issuance or
amendment by such department of letters of credit, and (y) each Letter of
Credit Bank such other fees as may be agreed to by the Company and such Letter
of Credit Bank from time to time.

Section 4.4 Letter of Credit Reimbursement.

(a) Notice of Drawing. The applicable Letter of Credit Bank shall
promptly notify the Company, the Agent Bank and each Bank by telephone,
telecopy, telex or other telecommunication of any Drawing under a Letter of
Credit it has issued and of the anticipated payment date. On the payment date,
the Letter of Credit Bank shall confirm to the Company, the Agent Bank and each
Bank by telephone or telecopy that payment of the Drawing is to be made by the
Letter of Credit Bank on such date.

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(b) Payments. The Company hereby agrees absolutely and
unconditionally to pay to the Agent Bank on behalf of the applicable Letter of
Credit Bank, in the manner provided in Section 4.4(c):

(i) On each date a Drawing is paid, an amount equal to
the amount paid by such Letter of Credit Bank under any Letter of
Credit plus associated fees and charges; and

(ii) If any Drawing shall be reimbursed to the Agent Bank
after 2:00 p.m. (Atlanta time) on the payment date, interest on any
and all amounts required to be paid pursuant to clause (i) of this
Section 4.4(b) from and after the due date thereof until payment in
full, payable on demand, at an annual rate of interest equal to the
Base Rate.

(c) Method of Reimbursement. The Company shall reimburse the
Agent Bank (which shall immediately forward such funds, in the form received,
to the applicable Letter of Credit Bank) for each Drawing under any Letter of
Credit in the following manner:

(i) the Company shall immediately reimburse the Agent
Bank in accordance with Section 3.6 hereof; or

(ii) (A) if the Company has not reimbursed the Agent Bank
pursuant to subparagraph (i) above and (B) the conditions set forth in
Section 5.2 hereof have been fulfilled and (C) sufficient funds are
available within the limits of the amount of Loans that may be
borrowed as provided in Article II hereof, with the proceeds of a
Loan; or

(iii) the Agent Bank may debit any deposit account of the
Company maintained with the Agent Bank and appropriate and apply an
amount of funds in such account equal to the Reimbursement Obligations
outstanding at such time in satisfaction of the Company's obligations
set forth in subparagraph (i) above.

(d) Syndicated Loans to Fund Drawings. Upon any Drawing, the
Agent Bank shall notify the Banks if the Company has elected to reimburse the
applicable Letter of Credit Bank using the proceeds of Syndicated Loans. Upon
receipt of such notice and if the conditions set forth in subparagraph (c)(ii)
above have been satisfied, each Bank agrees to deliver to the Agent Bank its
pro rata share of the amount of Syndicated Loans necessary to reimburse such
Letter of Credit Bank for any payment made by such Letter of Credit Bank
pursuant to such Drawing not later than one Business Day after receipt of such
notice. Any funds delivered to the Agent Bank under this paragraph (d) shall
be delivered in the manner set forth in the fourth sentence of Section 3.2
hereof. The parties agree that the notice provisions for making Syndicated
Loans as provided in Section 3.2 hereof shall apply to the making of Syndicated
Loans as contemplated by this paragraph (d).

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(e) Obligations Absolute. The obligations of the Company under
this Article IV (and, if applicable in the event of the failure of the Company
to so reimburse a Letter of Credit Bank, the obligations of the Banks under
this Article IV) shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever, including, without limitation, the following
circumstances:

(i) any lack of validity or enforceability of all or any
of this Agreement, the Notes, the letter of credit applications, the
Guaranteed Serial ESOP Notes issued by the Delta Family-Care Savings
Plan pursuant to the Note Purchase Agreements dated February 22, 1990
among the Savings Plan, the Company, and the purchasers of the ESOP
Notes thereunder, any indenture related thereto and other related
documents and any other agreements relating to the Letters of Credit
(the "Related Documents");

(ii) any amendment or waiver of or any consent to or
departure from the terms of the Related Documents;

(iii) the existence of any claim, set-off, defense or other
rights which the Company may have at any time against any direct or
indirect beneficiary of any Letter of Credit, any Bank, the Agent Bank
or any other Person, whether in connection with the Related Documents
or any unrelated transaction;

(iv) any statement or any other document presented under
any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect whatsoever;

(v) payment by the applicable Letter of Credit Bank under
any Letter of Credit against presentation of a sight draft or
certificate which does not comply with the terms of such Letter of
Credit, provided that such payment shall not have constituted gross
negligence or willful misconduct of such Letter of Credit Bank; and

(vi) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, provided that such
other circumstance or happening shall not have been the result of
gross negligence or willful misconduct of the applicable Letter of
Credit Bank.

Section 4.5 Letter of Credit Banks.

(a) Liability of Letter of Credit Banks to Other Banks. No Letter
of Credit Bank shall be liable to any Bank or to any other participant in the
Letters of Credit for any error in judgment or for any action taken or omitted
to be taken by such Letter of

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Credit Bank except for actions of such Letter of Credit Bank constituting gross
negligence or willful misconduct.

(b) Liability of the Letter of Credit Banks to Company/Banks. The
Company assumes all risks of the acts or omissions of any beneficiary of any
Letter of Credit with respect to its use of such Letter of Credit. Neither any
Letter of Credit Bank nor any of its officers or directors shall be liable or
responsible to the Company or the Banks for:

(i) the use which may be made of any Letter of Credit or
for any acts or omissions of any beneficiary in connection therewith;

(ii) the validity, sufficiency or genuineness of documents
presented under any Letter of Credit even if such documents should in
fact prove to be in any or all respects invalid, insufficient,
fraudulent or forged;

(iii) payment by the applicable Letter of Credit Bank
against presentation of documents which do not comply with the terms
of the Letter of Credit, including failure of any documents to bear
any reference or adequate reference to the Letter of Credit; or

(iv) any other circumstances whatsoever in making or
failing to make payment under any Letter of Credit;

except only that the Company (and, if applicable, the Banks) shall have a claim
against the applicable Letter of Credit Bank to the extent, but only to the
extent, of any direct, as opposed to consequential, damages suffered by the
Company which were caused by (i) the applicable Letter of Credit Bank's willful
misconduct or gross negligence in determining whether documents presented under
any Letter of Credit comply with the terms of such Letter of Credit or (ii) the
applicable Letter of Credit Bank's willful misconduct or gross negligence in
failing to pay under any Letter of Credit after the presentation to it by the
beneficiary of such Letter of Credit of a sight draft and certificate strictly
complying with the terms and conditions of such Letter of Credit.

Section 4.6 ESOP Letter of Credit. Each of the parties hereto
acknowledges that, prior to the date hereof, NationsBank of Georgia, National
Association, issued the ESOP Letter of Credit. Further, each of the parties
hereto agrees that the ESOP Letter of Credit shall, for all purposes (including
the Reimbursement Obligation of the Company and the reimbursement obligations
of each Bank owing to NationsBank of Georgia, National Association, as the
Letter of Credit Bank for the ESOP Letter of Credit, pursuant to Section 4.1
hereof) be deemed to constitute a Letter of Credit issued by NationsBank of
Georgia, National Association, as the Letter of Credit Bank for the ESOP Letter
of Credit pursuant to this Agreement for the account of the Company. The ESOP
Letter of Credit shall be deemed to be issued on and as of the Effective Date.
NationsBank of Georgia, National Association, as the Letter of Credit Bank for
the ESOP Letter of Credit shall,

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upon the request of any Bank, deliver copies of any information concerning the
ESOP Letter of Credit as any such Bank may reasonably request.

ARTICLE V. CONDITIONS TO EFFECTIVENESS OF AGREEMENT, FOR BORROWINGS AND
ISSUANCE OF LETTERS OF CREDIT

Section 5.1 Effectiveness, Initial Borrowing and Issuance of Letters
of Credit. This Agreement shall not become effective, the Banks shall not be
obligated to make the initial Loans and the applicable Letter of Credit Bank
shall not be obligated to issue the initial Letter of Credit hereunder until
the Company shall have furnished to the Agent Bank the following, each dated
(unless otherwise indicated) the date of this Agreement, in form and substance
satisfactory to the Agent Bank:

(a) The Notes, payable to the order of each of the Banks in the
amounts of their respective Commitments, duly executed and delivered by the
Company; and

(b) An Officer's Certificate stating that: (i) the
representations and warranties contained in Article VI hereof are true on and
as of such date, except to the extent of changes caused by the transactions
herein contemplated; and (ii) the Company has received a certificate of
independent certified public accountants of national standing selected by the
Company, stating that such accountants have reviewed the federal income tax
returns of the Company for the fiscal years ended June 30, 1988 to 1995,
inclusive, and the provisions for payment of federal income taxes for such
fiscal years, as reflected in the financial statements of the Company certified
by an independent certified public accountant for those years, and that in the
opinion of such certifying accountants either such returns properly reflect the
Company's federal income taxes for the periods covered thereby or the Company
has paid, or made adequate provision for the payment of, all federal income
taxes for such fiscal years; and

(c) An incumbency certificate for the Chairman of the Board, the
President, the principal financial officers, and other persons who will sign
the Notes pursuant to this Agreement on behalf of the Company; and

(d) A copy of the Company's Board of Directors' resolutions
authorizing the borrowings under this Agreement, certified by the Secretary or
an Assistant Secretary of the Company as being in full force and effect as of
the date of the Effective Date; and

(e) a favorable opinion from counsel for the Company stating that:

(i) The Company is a corporation duly organized, existing
and in good standing under the laws of the State of Delaware, and the
execution, delivery and performance of this Agreement and the Notes
are within the Company's corporate powers;

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(ii) The Company has the necessary corporate power to
carry on its business as then being conducted;

(iii) The Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which the nature of the business conducted by it makes
such qualification necessary;

(iv) The Company is a duly certificated air carrier and
there are in force all permanent or temporary certificates or other
appropriate legal authority issued by appropriate governmental
authorities to authorize the Company to engage in intrastate,
interstate, overseas and foreign air transportation of persons,
property and mail over the routes then operated by the Company;

(v) The Company has title to all of the flight equipment
which it owns free and clear of all liens and encumbrances except as
permitted by this Agreement;

(vi) All leases of flight equipment to which the Company
is a party are valid and binding upon the lessors;

(vii) No consent of stockholders of the Company to the
chattel mortgage or mortgages referred to in Section 7.6 hereof is
required by law or by the Certificate of Incorporation or Bylaws of
the Company or otherwise;

(viii) All corporate steps necessary to authorize the
execution and delivery of this Agreement and the Notes and the
Company's performance thereunder have been taken and no consent,
approval, authorization, permit or license from any federal, state or
other regulatory authority is required in connection therewith;

(ix) The borrowings hereunder, or the giving of the Notes,
will not violate any provision of the Delaware Corporation Law or the
Company's Certificate of Incorporation or Bylaws or any agreement,
indenture, note or other instrument evidencing any material
indebtedness for money borrowed to which the Company is a party or by
which the Company or its assets is bound; and

(x) This Agreement and the Notes being issued to evidence
such borrowings are legal, valid and binding obligations of the
Company enforceable in accordance with their respective terms,
subject, however, to limitations imposed by law in connection with
bankruptcy and similar proceedings.

Section 5.2 All Borrowings. The Banks shall not be obligated to make
any advance under the Notes, including the initial advance, and any Letter of
Credit Bank shall not be obligated to issue any Letter of Credit, including the
initial Letter of Credit,

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unless at the time thereof the Company shall have furnished to the Agent Bank
an Officer's Certificate bearing that date, and stating that:

(a) There exists on that date no Default or Event of Default;

(b) There exists on that date no Event of Default or default under
any instrument evidencing or any agreement given in connection with Funded Debt
of the Company;

(c) Such borrowing or issuance of such Letter of Credit will not
contravene any agreement, indenture or instrument to which the Company is a
party or by which it may be bound and which is material to the financial
condition of the Company; and

(d) The representations and warranties contained in Sections 6.1,
6.3, 6.4, 6.7(a), 6.7(c), 6.8, 6.9, 6.10, 6.11, 6.13, and 6.14 hereof are true
on and as of such date, except to the extent of changes caused by the
transactions herein contemplated.

(e) The extension(s) of credit being made on such date are legal,
valid and binding obligations of the Company, the resolutions of the Board of
Directors of the Company referred to in Section 5.1(d) hereof remain in full
force and effect, and the officers of the Company requesting such advances are
duly authorized and empowered to do so.

Further, any conversion of a Syndicated Loan from one type to another
as contemplated by Section 3.9 hereof shall be deemed to be a representation by
the Company that the matters referred to in paragraphs (a) through (e) above
continue to be true and correct.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

The Company hereby represents, covenants and warrants to the Agent
Bank, the Letter of Credit Banks and each of the Banks as follows:

Section 6.1 Organization; Standing, Etc. The Company is a
corporation duly organized and existing under the laws of the State of
Delaware, has the corporate power to own its property and carry on its business
as being conducted, and is duly qualified to do business as a foreign
corporation and is in good standing in every jurisdiction in which the nature
of the business conducted by it makes such qualification necessary.

Section 6.2 Financial Statements. The Company has furnished the
Banks with the following financial statements, identified by the certificate of
a principal financial officer of the Company: balance sheets of the Company as
at June 30, 1994 and June 30, 1995, and income and reinvested earnings
statements of the Company for the years ended on such dates, respectively, all
certified by Xxxxxx Xxxxxxxx & Co. Such financial statements are true and
correct and have been prepared in accordance with generally

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accepted accounting principles consistently followed throughout the periods
involved. The balance sheets and their accompanying notes present fairly the
condition of the Company as of the dates thereof, and the income and reinvested
earnings statements present fairly the results of the operations of the Company
for the periods indicated. There has been no material adverse change in the
condition or operation of the Company since June 30, 1995.

Section 6.3 Litigation. There is no action or proceeding pending or
threatened against the Company before any court or administrative agency which,
in the reasonable opinion of the Company, is likely to be determined in a
manner which would result in any material adverse change in the condition or
operation of the Company and the Company is not in default with respect to any
order, writ, injunction or decree of any court or administrative agency, which
would have a material adverse effect on the Company.

Section 6.4 Business; Status as Air Carrier. (a) The Company is a
duly certificated air carrier and there are in force any certificates or other
appropriate authority issued by appropriate governmental authorities necessary
to authorize the Company to engage in intrastate, interstate, overseas and
foreign air transportation of persons, property and mail over the routes
operated by the Company; and (b) no proceedings are pending or threatened, by
or before any public body, agency or authority, domestic or foreign, including
but not limited to proceedings to alter, amend, modify, suspend or revoke such
certificates in whole or in part, which might seriously affect adversely the
income from, title to, or possession of, any of the properties of the Company,
to an extent which would constitute a material adverse change in the business
or condition of the Company.

Section 6.5 Funded Debt. The Company does not have outstanding any
Funded Debt except as set forth on Schedule I to this Agreement; and there
exists no default under the provisions of any instrument evidencing such
indebtedness or agreement relating thereto.

Section 6.6 Title to Properties, Etc. The Company and its
Subsidiaries have good and marketable title to their properties and assets,
including the properties and assets reflected in the balance sheets described
in Section 6.2 hereof, subject to no mortgage, pledge, encumbrance, lien or
charge of any kind except mortgages, pledges, encumbrances, liens or charges
permitted by Section 8.1 hereof.

Section 6.7 Tax Returns and Payments.

(a) The Company has filed all federal income tax returns which are
required to be filed, and has paid all taxes as shown on said returns and on
all assessments received by it to the extent that such taxes (other than those
which the Company is contesting in good faith by appropriate proceedings being
diligently conducted) have become due;

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(b) The federal income tax liability of the Company has been
finally determined by the Internal Revenue Service and satisfied for all fiscal
years prior to and including the fiscal year ended June 30, 1992, except for a
pending refund claim filed by the Company with the Internal Revenue Service
with respect to the fiscal year ended June 30, 1984;

(c) All other tax returns and reports of the Company which are
required to be filed have been duly filed, and all taxes and government charges
(other than those for which payment may be withheld without penalty or those
which the Company is contesting in good faith by appropriate proceedings being
diligently conducted) upon the Company, its assets, income or franchises which
are due and payable have been paid.

Section 6.8 Compliance With Other Instruments. The Company is not a
party to any contract or agreement or subject to any charter or other corporate
restriction which materially and adversely affects its business, property or
assets, or financial condition; neither the execution nor delivery of this
Agreement nor the Notes herein described, nor fulfillment of nor compliance
with the terms and provisions hereof and of the Notes will conflict with, or
result in a breach of the terms, conditions or provisions of, or constitute a
default under, the Certificate of Incorporation or Bylaws of the Company or of
any agreement or instrument to which the Company is now a party, which breach
would have a material adverse effect on the condition or operation of the
Company.

Section 6.9 Offering of Notes. Neither the Company nor any agent
acting on its behalf has offered the Notes to be issued hereunder for sale to,
or solicited any offers to buy the said Notes from, any Person other than the
Banks signatory to this Agreement, and neither the Company nor any agent acting
on its behalf will take any action which would subject the issuance or sale of
the said Notes to the provisions of Section 5 of the Securities Act of 1933, as
amended.

Section 6.10 Use of Proceeds. The Company is not engaged,
principally or as one of the Company's important activities, in the business of
purchasing or carrying any "margin stock" as such term is defined in Regulation
U of the Board of Governors of the Federal Reserve System and no part of the
proceeds of any advance hereunder will be used to purchase or to carry any such
stock or to extend credit to others for the purpose of purchasing or carrying
any such stock.

Section 6.11 Governmental Regulation. No consent, approval,
authorization, permit or license from any federal, state or other regulatory
authority is required in connection with the making, delivery or performance of
this Agreement or the Notes by the Company.

Section 6.12 Subsidiaries. Schedule II is a complete and correct
list of all present Subsidiaries, all of which are corporations duly
incorporated, in good standing and with corporate power to transact the
business presently conducted by them. Except as disclosed in Schedule II, the
Company owns, directly or indirectly through one or more

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Subsidiaries, all the shares of each of the Subsidiaries (except directors'
qualifying shares, if any), and all such shares are validly issued, fully paid
and non-assessable and are free and clear of all liens and rights of others
whatsoever.

Section 6.13 ERISA. The Company and each Subsidiary have met their
minimum funding requirements under the Employee Retirement Income Security Act
of 1974, as amended from time to time, with respect to all their employee
benefit plans covered by the minimum funding requirements of said Act, and have
not incurred any material liability to the Pension Benefit Guaranty Corporation
(or any entity succeeding to any or all of said Corporation's functions under
said Act) under said Act in connection with any such plan.

Section 6.14 Environmental Matters. The Company and its Subsidiaries
are in substantial compliance with all applicable federal, state and local
environmental laws, regulations and ordinances governing their respective
business, properties or assets with respect to discharges into the ground and
surface water, emissions into the ambient air and generation, storage,
transportation and disposal of waste materials or process by-products, except
such noncompliances as are not likely to have a material adverse effect on the
property, assets, business, operations or condition (financial or otherwise) of
the Company and its Subsidiaries taken as a whole. All licenses, permits or
registrations required for the business of the Company and its Subsidiaries
under any federal, state or local environmental laws, regulations or ordinances
have been secured, and the Company and each Subsidiary are in substantial
compliance therewith, except such licenses, permits or registrations the
failure to secure or to comply therewith are not likely to have a material
adverse effect on the property, assets, business, operations or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole.

ARTICLE VII. AFFIRMATIVE COVENANTS

The Company covenants and agrees that until all of its obligations
hereunder have been discharged and the obligations of the Banks to make
advances terminated, it will:

Section 7.1 Insurance. Keep adequately insured, by financially sound
and reputable insurers, all property of the character usually insured by
corporations engaged in the same or similar businesses similarly situated,
against loss or damage of the kind customarily insured against by such
corporations, and carry adequate liability insurance and other insurance of a
kind generally carried by corporations engaged in the same or similar
businesses similarly situated; provided, however, that nothing herein contained
shall be construed to mean that a deductibility clause in any such insurance,
which, in effect, results in self-insurance of a level or portion of losses
considered reasonable by the Company's management, shall render such insurance
inadequate; and provided further, that in the case of a lease to the United
States Government or an agency thereof of any aircraft or other property,
indemnity therefrom by the United States Government will be considered adequate
insurance against the risks that are the subject of any such indemnity.

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Section 7.2 Payment of Taxes. Duly file all federal income tax
returns and all other tax returns and reports which, to the knowledge of the
officers of the Company are required to be filed and pay when due all taxes and
governmental charges assessed against it, its assets, income or franchises,
except to the extent and so long as contested in good faith.

Section 7.3 Financial Statements. Deliver to each Bank, so long as
such Bank shall hold any Note issued hereunder or is committed to lend
hereunder:

(a) As soon as practicable and in any event within two (2) months
after the end of each quarterly period (other than the last quarterly period in
each fiscal year) an income statement of the Company for the period from the
beginning of the current fiscal year to the end of such quarterly period, and a
balance sheet of the Company as at the end of such quarterly period, setting
forth in each case in comparative form figures for the corresponding period in
the preceding fiscal year, all in reasonable detail and certified by a
principal financial officer of the Company, subject to changes resulting from
year-end adjustments; and a statement as of the end of such quarterly period of
the calculations made by the Company establishing its compliance with the
provisions of Sections 8.1, 8.2 and 8.4 hereof, in sufficient detail to permit
the Banks to determine how the conclusions on such statement were arrived at,
certified by a principal financial officer of the Company as accurate in all
material respects;

(b) As soon as practicable and in any event within three (3)
months after the end of each fiscal year, an income statement and a statement
of reinvested earnings of the Company for such year, and a balance sheet of the
Company as at the end of such year, setting forth in each case in comparative
form corresponding figures from the preceding annual audit, all in reasonable
detail and satisfactory in scope to the Banks and certified by independent
certified public accountants of national standing selected by the Company; and
a statement as of the end of such fiscal year of the calculations made by the
Company establishing its compliance with the provisions of Sections 8.1, 8.2
and 8.4 hereof, in sufficient detail to permit the Banks to determine how the
conclusions on such statement were arrived at, certified by a principal
financial officer of the Company as accurate in all material respects;

(d) Promptly after the sending or filing thereof, copies of all
periodic reports, if any, which the Company shall have filed with the
Securities and Exchange Commission (or any governmental agency or agencies
substituted therefor) under Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, or with any national securities exchange; and

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(e) With reasonable promptness such other financial data as any
Bank may reasonably request through the Agent Bank.

Section 7.4 Maintenance of Equipment. Maintain substantially all of
its equipment (except surplus or obsolete equipment) in good operating order.

Section 7.5 Inspection. Permit any Person designated by any Bank in
writing, to visit and inspect any of the properties, corporate books and
financial records of the Company and its Subsidiaries at the Bank's expense,
and to discuss the affairs, finances, and accounts of any such corporation with
the principal officers of the Company, all at such reasonable times and as
often as such Bank may reasonably request. This covenant shall be subject to
applicable governmental and industrial security regulations.

Section 7.6 Security for Notes. In the event the Company secures by
mortgage, pledge, encumbrance, lien or other charge any debt other than as
permitted by Section 8.1 hereof, the Company shall secure equally and ratably
the indebtedness incurred hereunder.

Section 7.7 Notice of Any Default or Event of Default. As soon as
practicable (but in any event not more than five (5) days after the Chairman of
the Board, the President, or a principal financial officer of the Company
obtains knowledge of a Default or an Event of Default as specified in Article
IX hereof), the Company will deliver to each Bank an Officer's Certificate
specifying the nature thereof, the period of existence thereof and what action
the Company has taken or proposes to take with respect thereto.

Section 7.8 ERISA Reporting Requirements. With respect to any
employee benefit plan subject to Title IV of ERISA, the Company shall, if
requested by the Agent Bank, provide the Agent Bank with copies of the most
recent annual reports or returns (IRS Form 5500), audited or unaudited
financial statements and actuarial valuations with respect to such plans. In
addition, the Company shall provide the Agent Bank copies of any notice filed
with the Pension Benefit Guaranty Corporation with respect to any "Reportable
Event" as defined in Section 4043 of ERISA, and the Agent Bank shall forward
copies of any such notice to the Banks.

ARTICLE VIII. NEGATIVE COVENANTS

Until all of its obligations hereunder have been discharged and the
obligations of the Banks to make advances terminated, the Company covenants
that it will not and will not permit any Subsidiary to:

Section 8.1 Liens. Create, assume or suffer to exist any mortgage,
pledge, encumbrance, lien or charge of any kind upon any of its property or
assets, whether now owned or hereafter acquired, except: (i) mortgages,
pledges, encumbrances, liens or charges where (x) the aggregate indebtedness
secured by such mortgages, pledges, encumbrances, liens or charges at any time
does not exceed the sum of (a) the greater of

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$50,000,000 or ten percent (10%) of Equity plus (b) the amount outstanding
under the obligations described on Schedule I hereof as "Secured", and (y) such
mortgages, pledges, encumbrances, liens or charges do not extend to flight
equipment owned by the Company or any other Subsidiary unless (1) the
indebtedness secured thereby is limited to indebtedness incurred in connection
with the acquisition of the flight equipment so encumbered, and (2) the cost of
the flight equipment so encumbered does not represent in the aggregate, for the
Company or the Subsidiary, as the case may be, more than 10% of the cost of all
flight equipment owned by the Company or the Subsidiary, as the case may be,
and (3) the number of aircraft so encumbered shall not exceed 10% of the number
of aircraft owned by the Company or the Subsidiary, as the case may be; (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) mortgages, pledges, encumbrances,
liens or other charges on property or assets of a Subsidiary to secure
obligations of such Subsidiary to the Company or another Subsidiary; and (vi)
any mortgage, pledge, encumbrance, lien or other charge required by Section 7.6
hereof.

Section 8.2 Debt. Create, incur, assume or suffer to exist, for the
Company and the Subsidiaries taken together, (a) Current Debt in an aggregate
principal amount at any one time outstanding in excess of 100% of all accounts
receivable of the Company and its Subsidiaries outstanding as of the last day
of the second calendar month next preceding the month in which such calculation
of Current Debt is made, all computed in accordance with generally accepted
accounting principles as in effect from time to time; or (b) Convertible
Subordinated Debt in excess of 33.3% of Equity; or (c) Funded Debt, Current
Debt (other than Convertible Subordinated Debt) and all Guaranty Liabilities
(as defined below) in an amount at any one time which exceeds 150% of Equity at
such time. For purposes of this Section 8.2, "Guaranty Liabilities" shall mean
all liabilities of the Company and any Subsidiary of the Company as guarantor,
surety, accommodation endorser or other accommodation party on behalf of any
Person where the underlying obligation of such Person covered by, or the
subject of, such guaranty or contingent undertaking would constitute Current
Debt or Funded Debt, as defined herein, if such Person were the Company;
provided, however, that (x) guarantees or other contingent undertakings by the
Company on behalf of any Subsidiary, by any Subsidiary on behalf of any other
Subsidiary, or by any Subsidiary on behalf of the Company and (y) the
contingent undertakings as set forth on Schedule III hereto, shall not
constitute Guaranty Liabilities.

Section 8.3 Mergers; Disposition of Assets. Merge or consolidate
with any corporation or sell, lease or transfer or otherwise dispose of all or
a substantial part of its assets in any transaction or series of related
transactions, except that (i) any Subsidiary

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may merge or consolidate with the Company or any one or more other
Subsidiaries; (ii) any Subsidiary may sell, lease, transfer or otherwise
dispose of any of its assets to the Company or another Subsidiary; (iii) any
Subsidiary may sell or otherwise dispose of all or substantially all of its
assets, provided that (a) such sale or other disposition is for a consideration
which represents fair value (as determined in good faith by the Company) at the
time of such sale or disposition, and (b) the assets so disposed of do not
constitute a substantial part of the aggregate assets of the Company and the
Subsidiaries; (iv) the Company may dispose of aircraft in the ordinary course
of its business, provided that such sale or other disposition is for a
consideration which represents fair value (as determined in good faith by the
Company) at the time of such sale or disposition; and (v) the Company may merge
or consolidate with another corporation, provided that (a) the Company shall be
the continuing or surviving corporation, (b) a majority of the board of
directors of the Company for a period of six (6) months after the effective
date of such merger consists of individuals who were directors of the Company
twelve (12) months prior to such effective date, and (c) immediately after such
merger or consolidation there shall exist no Event of Default as defined in
Article IX hereof.

Section 8.4 Leases. Enter into or permit to remain in effect any
flight equipment lease agreements which, as of the close of any fiscal year,
cause the Company's consolidated flight equipment rental expense for such
fiscal year to exceed eight percent (8%) of the Company's consolidated
operating revenues for such fiscal year, provided that any such lease
agreements as may be necessary in connection with interchange agreements
between the Company and other airline related businesses shall not be included
in such calculation.

ARTICLE IX. DEFAULTS

Section 9.1. Events of Default. Upon the occurrence of any one of
the following Events of Default:

(a) Default in any interest payment or principal payment or
mandatory prepayment on any Note or any Reimbursement Obligation when due and
the continuance thereof for five (5) days; or

(b) Default in the payment of any Commitment Fee or any fee or
charge to be paid pursuant to Article IV hereof, when the same is due hereunder
and the continuance thereof for ten (10) days; or

(c) The Company shall institute a voluntary case seeking
liquidation or reorganization under Chapter 7 or Chapter 11, respectively, of
the United States Bankruptcy Code, or shall consent to the institution of an
involuntary case thereunder against it; or the Company shall otherwise
institute any similar proceeding under any other applicable federal or state
law, or shall consent thereto; or the Company shall apply for, or by consent or
acquiescence there shall be an appointment of, a custodian, receiver,
liquidator, sequestrator, trustee or other officer with similar powers, for the
Company, or

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for all or a material part of its properties; or the Company shall make an
assignment for the benefit of creditors; or the Company shall have ceased to
pay its debts generally as they become due; or if an involuntary case shall be
commenced seeking the liquidation or reorganization of the Company under
Chapter 7 or Chapter 11, respectively, of the United States Bankruptcy Code or
any similar proceeding shall be commenced against the Company under any other
applicable federal or state law and (i) the petition commencing the involuntary
case is not timely controverted, (ii) the petition commencing the involuntary
case is not dismissed within forty-five (45) days of its filing, (iii) an
interim trustee is appointed to take possession of all or a portion of the
property and/or to operate all or any part of the business of the Company, or
(iv) an order for relief (other than the petition itself) shall have been
issued or entered therein; or a decree or order of a court having jurisdiction
in the premises for the appointment of a custodian, receiver, liquidator,
sequestrator, trustee or other officer having similar powers for the Company or
for all or a part of its properties, shall have been entered; or any other
similar relief shall be granted against the Company under any applicable
federal or state law; or

(d) Default in the observance or performance of any of the
affirmative or negative covenants of the Company hereunder and, where there has
been a default in an affirmative covenant of the Company, such default shall
not have been remedied within thirty (30) days after written notice thereof
shall have been given the Company by any Bank; or

(e) Any representation or warranty made by the Company herein or
in any certificate furnished to the Banks hereunder proves to have been false
or breached in any material respect on the date as of which made or on the date
of any extension of credit hereunder, or any statement or certificate
furnished by the Company pursuant hereto shall prove to have been false in any
material respect at any date as of which the facts therein set forth were
stated or certified; or

(f) Seizure under any legal process of a substantial share of the
assets of the Company if release is not obtained within thirty (30) days of
such seizure; or

(g) Default in any payment of principal or interest on any other
obligation for borrowed money or the deferred purchase price of property beyond
any period of grace provided with respect thereto, or in the payment of any
capital leases, or in the performance or observance of any other agreement,
term or condition contained in any agreement under which any such obligation is
created, if the effect of such default is to cause, or permit the holder or
holders of such obligation (or a trustee acting on behalf of such holder or
holders) to cause, such obligation to become due prior to its stated maturity,
provided such obligations or agreements have aggregate outstanding amounts of
$25,000,000 or more; or

(h) The Company shall have failed to meet its minimum funding
requirements under the Employee Retirement Income Security Act of 1974, as
amended from time to time (including any rules or regulations promulgated
thereunder) with respect to any of

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its employee benefit plans which are covered by Title IV of said Act (or to
which Section 412 of the Internal Revenue Code of 1986, as amended, applies),
which failure has resulted in a material liability for excise tax under Section
4971 of said Code; or any of its plans aforesaid shall be the subject of
voluntary or involuntary termination proceedings which may result in an
uninsured payment or repayment liability of the respective corporation to the
Pension Benefit Guaranty Corporation (or any entity succeeding to any or all of
its functions under said Act) in an amount which is material in relation to the
net worth of the Company;

then, in the event that an Event of Default under (a) or (b) above should
occur, any Bank may, at its option, by a written notice to the Company with
copies to each other Bank, if such Event of Default be continuing at the time
such notice is received by the Company, either: (i) declare the obligation of
such Bank to extend credit to the Company hereunder to be immediately
terminated, whereupon such obligation shall terminate; or (ii) declare any Note
held by it to be forthwith due and payable whereupon such Note(s), with accrued
interest thereon, shall become forthwith due and payable without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Company; or (iii) demand that the Company immediately
deposit as cash collateral with the Agent Bank, for such Bank's account, an
amount equal to such Bank's pro rata share of the Stated Amount of all
outstanding Letters of Credit; or (iv) all of the foregoing. In the event that
an Event of Default under (a), (b), or (d) through (h) above should occur, if
such Event of Default be continuing, the Majority Banks may, at their option,
by written notice to the Company, exercise the remedies listed in (i), (ii),
(iii) and (iv) above on behalf of all the Banks. In the event that an Event of
Default under (c) above should occur, the Total Commitments of the Banks shall
automatically terminate and the principal of and accrued interest on any Notes
then outstanding, all unpaid Reimbursement Obligations and any accrued fees,
together with an amount equal to the Stated Amount of all outstanding Letters
of Credit (without regard to whether a draft has been presented under any of
such Letters of Credit), to be held as cash collateral by the Agent Bank for
the Reimbursement Obligations of the Company with respect to such outstanding
Letters of Credit, shall automatically become due and payable, without protest,
presentment, notice or demand, all of which are expressly waived by the
Company.

ARTICLE X. YIELD PROTECTION

Section 10.1 Increased Cost of Eurodollar Rate Loans.

(a) If, as a result of any change after the date of this Agreement
in (including the introduction of any new) applicable United States, state or
foreign laws or regulations or the adoption or making of any interpretations,
directives or requests thereof or thereunder by any court or governmental
authority charged with the interpretation or administration thereof, one or
more of the following events occur (herein called "Increased Cost Changes"):

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(i) the basis of taxation of payments to any Bank of the
principal of or interest on any Eurodollar Rate Loan or any other
amounts payable under this Agreement in respect thereof (other than
taxes imposed on the aggregate net income of such Bank or of its
Eurodollar Lending Office by the jurisdiction in which the Bank has
its principal office or such Eurodollar Lending Office) is changed; or

(ii) any reserve, special deposit or similar requirements
against the assets of, deposits with or for the account of, or credit
extended by, any Bank are imposed, modified or deemed applicable; or

(iii) any other condition affecting this Agreement or any
Eurodollar Rate Loan is imposed on any Bank or (in the case of
Eurodollar Rate Loans) the London interbank market;

and a Bank determines that, by reason thereof, the cost to such Bank of making
or maintaining any of the Eurodollar Rate Loans is increased by an amount
reasonably determined by such Bank, or any amount receivable by such Bank
hereunder in respect of any of the Eurodollar Rate Loans is reduced by an
amount reasonably determined by such Bank (such increases in cost and
reductions in amounts receivable being herein called "Increased Costs"), then
the Company shall pay to such Bank on the next interest payment date for the
affected Eurodollar Rate Loans such additional amount or amounts (which shall
be set forth in a notice from such Bank to the Company stating the cause and
amount of such Increased Costs) as will compensate such Bank for such Increased
Costs. Each Bank will immediately notify the Company of any event of which
such Bank has knowledge that will entitle such Bank to compensation pursuant to
this Section 10.1(a) and will exercise reasonable diligence to designate a
different Eurodollar Lending Office, and/or take other measures which will
avoid the need for such compensation for Increased Costs and will not result in
material cost to such Bank, or be otherwise disadvantageous (in such Bank's
sole determination) to such Bank.

(b) Without limiting the effect of the foregoing, the Company
shall pay (without duplication as to amounts paid under Section 10.1(a) hereof)
to any Bank on each interest payment date as to Eurodollar Rate Loans so long
as such Bank may be required to maintain reserves against "Eurocurrency
liabilities" under Regulation D of the Board of Governors of the Federal
Reserve System an additional amount (determined by such Bank and notified to
the Company through Agent Bank) equal to the sum of the products of the
following for each Eurodollar Rate Loan for each day on which such Bank is
required to maintain such reserves during the Interest Period for such Loan for
which interest is being paid:

(i) the principal amount of such Eurodollar Rate Loan
outstanding on such day; times

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(ii) the remainder of (x) a fraction the numerator of
which is LIBOR (expressed as a decimal) used to determine the
Eurodollar Rate for such Eurodollar Rate Loan for such Interest Period
as provided in this Agreement and the denominator of which is one
minus the effective rate (expressed as a decimal) at which such
reserve requirements are imposed on such Bank on such day minus (y)
such numerator; times

(iii) 1/360.

(c) Determinations by any Bank for purposes of this Section 10.1
of the effect of any Increased Cost Change on such Bank's costs of making or
maintaining Eurodollar Rate Loans or on amounts receivable by it in respect of
Eurodollar Rate Loans, and of the additional amounts required to compensate
such Bank in respect thereof, shall be conclusive, provided that such
determinations are made reasonably and in good faith.

(d) If the Company is required to pay additional amounts to any
Bank under paragraph (a) or (b) of this Section 10.1, the Company may (in
addition to paying such additional amounts to such Bank) at the Company's
option at any time, subject to the provisions of Section 10.3 hereof, convert
all of the Eurodollar Rate Loans of such Bank which are affected by such
Increased Costs to Base Rate Loans in accordance with this Agreement.

Section 10.2 Change of Law. Notwithstanding any other provision
herein, in the event that any change in applicable law, rule or regulation or
in the interpretation or administration thereof (including the issuance of any
new law, rule, regulation or interpretation, or any new administration
thereof), of or in any jurisdiction whatsoever, shall make it unlawful for any
Bank to make or maintain a Eurodollar Rate Loan (or to convert Base Rate Loans
into Eurodollar Rate Loans), or shall materially restrict the authority of any
Bank to purchase or sell, or to take deposits of Eurodollars, then the
obligation of such Bank to make Eurodollar Rate Loans (and the right of the
Company to convert Base Rate Loans into Eurodollar Rate Loans) shall be
suspended for the duration of such illegality or restriction and the Company
shall forthwith convert all Eurodollar Rate Loans of such Bank then outstanding
to Base Rate Loans in accordance with the terms of this Agreement.

Section 10.3 Funding Losses. The Company shall indemnify a Bank
against, and reimburse such Bank on demand for, any loss or expense incurred or
sustained by such Bank, as reasonably determined by such Bank, as a result of
any payment or prepayment (whether by reason of a voluntary prepayment by the
Company or by reason of a mandatory prepayment of the Loans by reason of an
Event of Default, pursuant to Section 3.17 hereof or other mandatory prepayment
provision relating to all outstanding Loans set forth herein) or conversion of
a Eurodollar Rate Loan or Competitive Bid Loan made by such Bank on a day other
than the last day of an Interest Period for such Loan.

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Section 10.4 Increased Cost of Maintaining Letters of Credit. (a)
If, as a result of any change after the date of this Agreement in (including
the introduction of any new) applicable United States, state or foreign laws or
regulations or the adoption or making of any interpretations, directives or
requests thereof or thereunder by any court or governmental authority charged
with the interpretation or administration thereof, one or more of the following
events occur (herein called "Increased Letter of Credit Cost Changes"):

(i) any reserve, special deposit or similar requirements
against the Letters of Credit are imposed, modified or deemed
applicable; or

(ii) any other condition regarding the issuance, maintenance
of, or participation in the Letters of Credit are imposed upon any
Letter of Credit Bank or any other Bank, and the result of any such
event shall be to increase the cost to such Letter of Credit Bank or
such other Bank of issuing, maintaining, or participating in the
Letters of Credit;

and such Letter of Credit Bank or such other Bank determines that, by reason
thereof, the cost to such Letter of Credit Bank or such Bank of issuing,
maintaining, or participating in any of the Letters of Credit is increased by
an amount reasonably determined by such Letter of Credit Bank or such Bank,
then, within fifteen (15) days of such Letter of Credit Bank or such Bank
obtaining knowledge of such change in law, regulation or interpretation
thereof, such Letter of Credit Bank or such Bank shall so notify the Company,
and upon receipt of such notice from such Letter of Credit Bank or such Bank,
the Company shall promptly pay to such Letter of Credit Bank or such Bank, from
time to time as specified by such Letter of Credit Bank or such Bank,
additional amounts which shall be sufficient to compensate such Letter of
Credit Bank or such Bank for such increased cost.

(b) Determinations by a Letter of Credit Bank or any Bank for
purposes of this Section 10.4 of the effect of any Increased Letter of Credit
Cost Change, and of the additional amounts required to compensate such Letter
of Credit Bank or such Bank in respect thereof, shall be conclusive, provided
that such determinations are made reasonably and in good faith.

Section 10.5 Mandatory Repayment or Conversion on Certain Events. On
the last day of an Interest Period during which any Orderly Replacement Event
occurs (which relates to all Banks) and no later than four Eurodollar Business
Days after any Immediate Replacement Event relating to one or more Banks, all
outstanding Eurodollar Rate Loans of such Banks shall, at the option of the
Company, be either: (a) prepaid in full by the Company, together with any
accrued and unpaid interest thereon, or (b) converted to Base Rate Loans. Each
Bank shall promptly notify the Company and Agent Bank of any Immediate
Replacement Event and any Orderly Replacement Event known to such Bank.

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Section 10.6 Survival. The obligations of the Company under Sections
10.1 through 10.4 of this Agreement shall survive the repayment of the Loans
and all Reimbursement Obligations and the cancellation of the Notes.

ARTICLE XI. THE AGENT BANK

Section 11.1 Authorization and Action. Each Bank hereby appoints and
authorizes the Agent Bank to take such action as agent on its behalf and to
exercise such powers under this Agreement and the Notes as are delegated to it
as Agent Bank by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto, and the Agent Bank hereby accepts such
authorization and appointment. As to any matters not expressly provided for by
this Agreement and the Notes or provided for with specific reference to this
Section 11.1 (including, without limitation, enforcement or collection of the
Notes), the Agent Bank shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall
be fully protected in so acting or refraining from action) upon the
instructions of the Majority Banks and such instructions shall be binding upon
all Banks and all holders of the Notes; provided, however, that the Agent Bank
shall not be required to take any action which exposes the Agent Bank to
liability or which is contrary to this Agreement or the Notes or applicable
law. As to any provisions of this Agreement under which action may be taken or
approval given by the Majority Banks, and except for the provisions contained
herein relating to the increase in the Commitments as such increase relates to
a given Bank, the action taken or approval given by the Majority Banks shall be
binding upon all Banks to the same extent and with the same effect as if each
Bank had joined therein. The Agent Bank shall be entitled to rely upon any
note, notice, consent, certificate, affidavit, letter, telegram, teletype
message, facsimile transmission, statement, order or other document believed by
it to be genuine and correct and to have been signed or sent by the proper
person or persons and, in respect of legal matters, upon the opinion of counsel
selected by the Agent Bank. The Agent Bank may deem and treat the payee of any
Note as the owner thereof for all purposes hereof unless and until a written
notice of the assignment or transfer thereof shall have been filed with the
Agent Bank. Any request, authority or consent of any Person who at the time of
making such request or giving such authority or consent is the holder of any
Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any note or notes issued in exchange therefor.

Section 11.2 Agent Bank's Reliance, Etc. Neither the Agent Bank nor
any of its directors, officers, agents or employees shall be liable to any Bank
for any action taken or omitted to be taken by it or by such directors,
officers, agents or employees under or in connection with this Agreement or the
Notes, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent Bank: (i) may
consult with legal counsel, independent public accountants and other experts
selected by it and shall not be liable to any Bank for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
experts; (ii) makes no warranty or representation to any Bank and shall not be
responsible to any Bank for any

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statements, warranties or representations made in or in connection with this
Agreement or the Notes; (iii) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or the Notes on the part of the Company or to
inspect the property (including the books and records) of the Company; (iv)
shall not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the
Notes, or any other instrument or document furnished pursuant thereto; and (v)
shall incur no liability under or in respect to this Agreement or the Notes by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telegram, facsimile transmission, cable or telex) believed by
it to be genuine and signed or sent by the proper party or parties.

Section 11.3 Agent Bank and Affiliates. With respect to its
Commitment, the Loans made by it and the Notes issued to it, the Agent Bank
shall have the same rights and powers under this Agreement as any other Bank
and may exercise the same rights and powers under this Agreement as any other
Bank and may exercise the same as though it were not the Agent Bank; and the
term "Bank" or "Banks" shall, unless otherwise expressly indicated, include the
Agent Bank in its individual capacity. Unrelated to its role as Agent Bank as
set forth herein, the Agent Bank and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with, the Company,
and any Person who may do business with or own securities of the Company, all
as if it were not the Agent Bank and without any duty to account therefor to
the Banks.

Section 11.4 Representations of the Banks. Each Bank acknowledges
that it has, independently and without reliance upon the Agent Bank, or any
affiliate or subsidiary of the Agent Bank, or any other Bank and based on the
financial statements referred to in Section 6.2 hereof and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement; and that each Bank has actively engaged
in the negotiation of all of the terms of this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent
Bank or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement or the Notes. The Agent Bank
has no duty or responsibility, either initially or on a continuing basis, to
provide any Bank with any credit or other information with respect to the
Company whether coming into its possession as of the date of this Agreement or
at any time thereafter, or to notify any Bank of any Event of Default except as
provided in Section 11.5 hereof. This Agreement and all instruments or
documents delivered in connection with this Agreement have been reviewed and
approved by each Bank and the Banks have not relied on the Agent Bank as to any
legal or factual matter in connection therewith or in connection with the
transactions contemplated thereunder.

Section 11.5 Events of Default. In the event of the occurrence of
any Default or Event of Default, any Bank knowing of such event may (but shall
have no duty to), or the Company pursuant to Section 7.7 hereof shall, give the
Agent Bank written notice

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54

specifying such Event of Default or other event and expressly stating that such
notice is a "notice of default". The Agent Bank shall not be deemed to have
knowledge of such events unless the Agent Bank has received such notice, or
unless the Agent Bank has actual notice of such Default or Event of Default or
other event in its capacity as one of the Banks or unless the Event of Default
consists of a failure of payment of principal or interest on any of the Notes.
In the event that the Agent Bank receives such a notice of the occurrence of an
Event of Default, or has actual knowledge thereof, the Agent Bank shall give
written notice thereof to the Banks. The Agent Bank shall take such action
with respect to such Default or Event of Default as shall be reasonably
directed in writing by the Majority Banks; provided, however, that, unless and
until the Agent Bank shall have received such directions, the Agent Bank may
take such action, or refrain from taking such action, with respect to such
Event of Default as it shall deem advisable and in the best interest of the
Banks.

Section 11.6 Right to Indemnity. Except for action expressly
required of the Agent Bank hereunder, the Agent Bank shall be fully justified
in failing or refusing to take any action hereunder unless it shall first be
indemnified to its satisfaction by the Banks against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

Section 11.7 Indemnification. The Banks hereby agree to indemnify
the Agent Bank and the Letter of Credit Banks (to the extent not reimbursed by
the Company), ratably according to their respective Commitments, as set forth
in Section 2.2 hereof, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Agent Bank and/or such Letter of Credit
Bank in any way relating to or arising out of this Agreement, the Notes and/or
the Letters of Credit issued by such Letter of Credit Bank or any action taken
or omitted by the Agent Bank and/or such Letter of Credit Bank under this
Agreement, the Notes and/or such Letters of Credit; provided, however, that no
Bank shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent Bank's or such Letter of Credit Bank's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Bank agrees to reimburse the Agent Bank and/or the applicable Letter of Credit
Bank promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent Bank and/or such Letter of
Credit Banks in connection with the administration, or enforcement of, or the
preservation of any rights under, this Agreement, the Notes and/or the Letters
of Credit, to the extent that the Agent Bank or such Letter of Credit Bank is
not reimbursed for such expenses by the Company.

Section 11.8 Successor Agent Bank. The Agent Bank may resign at any
time by giving written notice thereof to the Banks and the Company and may be
removed at any time with or without cause by the Majority Banks. Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Agent Bank, subject to confirmation by the Majority Banks. If no successor
Agent Bank shall have accepted

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such appointment within 30 days after the retiring Agent Bank's giving of
notice of resignation or the Majority Banks' removal of the Agent Bank the
Agent Bank may, on behalf of the Banks, appoint a successor Agent Bank who
shall be willing to accept such appointment. In any event such successor Agent
Bank shall be a commercial bank organized under the laws of the United States
of America or of any State thereof and shall have a combined capital and
surplus of at least $1,000,000,000. Upon the acceptance of any appointment as
Agent Bank hereunder by a successor Agent Bank, such successor Agent Bank shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Agent Bank, and the retiring or removed
Agent Bank shall be discharged from its duties and obligations as agent under
this Agreement. After any Agent Bank's resignation or removal hereunder as
Agent Bank, the provisions of this Article XI shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent Bank under
this Agreement.

ARTICLE XII. MISCELLANEOUS

Section 12.1 Rights and Remedies. No delay or failure of the Banks,
the Letter of Credit Banks or the Agent Bank or any one of them or of the
Company in exercising any rights, powers or privileges hereunder shall affect
such right, power or privilege, nor shall any single or partial exercise
thereof preclude any further exercise thereof, or the exercise of any other
right, power or privilege. The rights and remedies of the Banks, the Letter of
Credit Banks and the Agent Bank or any one of them and of the Company under
this Agreement are cumulative and not exclusive of any rights or remedies which
they would otherwise have. Failure on the part of any Bank, the Letter of
Credit Banks, the Agent Bank or the Company to exercise any right, power or
privilege given it hereunder shall not be the breach of any obligation of the
Bank or the Company to any other party to this Agreement or to any other
Person.

Section 12.2 Notices. Except as otherwise expressly provided for
herein, notices, which may be given or are required to be given hereunder,
shall be in writing and may be mailed, postage prepaid, addressed as follows or
sent by telex or facsimile:

(a) If to the Company, both to:

"Delta Air Lines, Inc.
Attention: Xxxxxx X. Xxxxx, Xx.,
Senior Vice President-Finance and
Chief Financial Officer
Xxxxxxxxxx Atlanta International Airport
Xxxxxxx, Xxxxxxx 00000"
Facsimile: (000) 000-0000

And to:

"Delta Air Lines, Inc.

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Attention: Xxxxx X. Xxxxxxxxx
Treasurer
Administrative Center
Xxxxxxxxxx Atlanta International Airport
Xxxxxxx, Xxxxxxx 00000."
Facsimile: (000) 000-0000

(b) If to Agent Bank:

"NationsBank of Georgia, N.A.
Attention: Xxxxxxx X. Xxxxxxx
Vice President
P. O. Xxx 0000
Xxxxxxx, Xxxxxxx 00000-0000"
Facsimile: (000) 000-0000

(c) If to any Bank or Letter of Credit Bank other than Agent Bank
at that address, telex number or facsimile number designated in writing to the
Company and the Agent Bank from time to time.

A party may specify a different address or facsimile number by furnishing such
change in writing to all other parties hereto. Additionally, notice may, in
lieu of being given by mail or facsimile, be delivered personally to any
officer of any party to whose attention it could have been addressed.

Section 12.3 Expenses, Indemnification, Etc.

(a) The Company shall pay all reasonable costs, expenses, taxes
and fees (i) incurred by the Agent Bank in connection with the preparation,
execution and delivery of this Agreement, the Notes and all other documents
incident hereto or thereto (collectively, the "Loan Documents") including,
without limitation, the costs and professional fees of Xxxxxx & Bird, Atlanta,
Georgia, whether or not any transaction contemplated hereby shall be
consummated, and any and all stamp, intangible or other taxes that may be
payable or determined in the future to be payable in connection therewith, (ii)
incurred by the Agent Bank in connection with the administration of the Loans
and the Loan Documents in accordance with the provisions thereof and the
preparation, execution and delivery of any waiver, amendment or consent by the
Banks, the Letter of Credit Banks or the Agent Bank relating to the Loan
Documents including, without limitation, costs and professional fees of counsel
for the Agent Bank; and (iii) actually incurred by the Agent Bank, the Letter
of Credit Banks or any of the Banks in enforcing the Loan Documents including,
without limitation, reasonable attorneys' fees of counsel for the Agent Bank,
the Letter of Credit Banks or the Banks.

(b) The Company shall indemnify the Agent Bank, the Letter of
Credit Banks and each Bank and hold the Agent Bank, the Letter of Credit Banks
and each Bank (and

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57

all directors, officers, employees and agents of any of the foregoing (the
Agent Bank, the Letter of Credit Banks, the Banks and such directors, officers,
employees and agents each referred to as an "Indemnified Party")) harmless
against, any and all costs, losses, liabilities, claims, damages or expenses
incurred by an Indemnified Party, whether jointly or severally, and whether or
not such Indemnified Party is designated a party thereto, arising out of or by
reason of, or relating directly or indirectly to, (i) any investigation,
litigation or other proceeding, pending or threatened, regarding any actions or
failure to act by the Company involving this Agreement or any transaction
contemplated hereby, (ii) any actual or proposed use by the Company or any of
its Subsidiaries of the proceeds from any borrowing hereunder or any Letter of
Credit, or (iii) the Agent Bank's, any Bank's, any Letter of Credit Bank's or
the Company's entering into and complying with this Agreement or in issuing or
delivering the Notes or any Letters of Credit and including, without
limitation, the reasonable fees and disbursements of such Indemnified Party's
separate counsel incurred in connection with any such investigation, litigation
or other proceeding (which shall be advanced by the Company on request
notwithstanding any claim or assertion that the Indemnified Party is not
entitled to indemnification hereunder upon receipt of an undertaking to
reimburse the Company if it is actually and finally determined by a court of
competent jurisdiction that the party is not so entitled). However, the
indemnity of the Company set forth herein shall not cover the costs, losses,
liabilities, claims, damages or expenses (x) incurred by an Indemnified Party
arising out of the bad faith or willful misconduct of such Indemnified Party
(as actually and finally determined by a court of competent jurisdiction) or
(y) incurred by the Agent Bank in connection with a suit, claim or cause of
action brought against the Agent Bank by a Bank pursuant to which such Bank
alleges that the Agent Bank has failed to perform the ministerial duties of the
Agent Bank as expressly set forth herein (such as administering the funding and
collection of Loans, determining interest rates and the like).

(c) The Agent Bank, each Letter of Credit Bank and each Bank agree
that in the event that any investigation, litigation, suit, action or
proceeding is asserted or threatened in writing or instituted against it or any
other Indemnified Party for which the Agent Bank, any Letter of Credit Bank or
any Bank may desire indemnity or defense hereunder, the Agent Bank, such Letter
of Credit Bank or such Bank shall promptly notify the Company thereof in
writing and agree, to the extent appropriate, to consult with the Company with
a view to minimizing the cost to the Company of its obligations under this
Section 12.3.

(d) No action taken by legal counsel chosen by an Indemnified
Party in defending against any such investigation, litigation, suit, action or
proceeding or requested remedial, removal or response action shall vitiate or
in any way impair the obligations and duties of the Company hereunder to
indemnify and hold harmless each Indemnified Party; provided, however, that if
the Company is required to indemnify any Indemnified Party pursuant hereto,
such Indemnified Party shall not settle or compromise any such investigation,
litigation, suit, action or proceeding without the prior written consent of the
Company (which consent shall not be unreasonably withheld or delayed) so long
as the Company has provided evidence reasonably satisfactory to such

-53-
58

Indemnified Party that the Equity of the Company and its Subsidiaries on a
consolidated basis is not less than zero.

(e) The obligations of the Company under this Section 12.3 shall
survive transfer, payment or satisfaction of any Note and any amendment,
supplementation, modification or termination of this Agreement.

Section 12.4 Amendments to this Agreement and the Notes. Any
provisions of this Agreement and the Notes may be amended, terminated, waived
or otherwise modified in writing by the Company and the Majority Banks, and any
such amendment, termination, waiver or other modification shall be binding upon
all of the Banks to the same extent and with the same effect as if each Bank
had joined therein; provided, however, that, notwithstanding the foregoing:
(a) any provisions of this Agreement and the Notes with respect to any change
in (i) the expressed maturity date of the whole or any principal or interest
payable under any Note, (ii) the rate of interest payable under any Note or on
the Reimbursement Obligations (other than any change in the rate of interest
pursuant to the next to last paragraph of the definition of Applicable Margin),
(iii) the amount of any Commitment (except as permitted in Sections 2.3, 3.14
and 12.6), (iv) the amount or due date of any fees payable hereunder (other
than any change in the amount of Commitment Fee pursuant to the next to last
paragraph of Section 3.11 hereof), or (v) the due date of any principal of, or
interest on, any Loan, or the date on which any Reimbursement Obligation is due
and payable, or (vi) Section 3.19 or this Section 12.4, may be amended or
otherwise modified only in a writing signed by the Company and all of the
Banks; (b) any Event of Default described in Sections 9.1(a), 9.1(b) or 9.1(c)
may be waived only in a writing signed by all of the Banks; (c) no provisions
of Article XI shall be amended, modified, or waived without the consent of the
Agent Bank; and (d) no provisions of Article IV shall be amended, modified or
waived without the consent of each Letter of Credit Bank; provided, however,
that the consent of any Letter of Credit Bank that has no outstanding or
unreimbursed Letters of Credit and no obligation to issue Letters of Credit
shall not be required. The definition of "Majority Banks" as set forth herein
shall not be changed without the unanimous written consent of the Banks.

Section 12.5 Agreement as to Right of Set-off, Sharing of Losses. So
long as any Syndicated Note is outstanding, each Bank agrees that, if it has
payment made to it on any Syndicated Note, whether by set-off or otherwise,
including, but not limited to, any payment received by such Bank under any
applicable bankruptcy, insolvency or similar laws, in a greater proportion than
payments made on Syndicated Notes held by any other Bank, the Bank so receiving
such greater proportionate payment agrees to purchase a portion of the
Syndicated Notes held by the other Banks, so that after such purchase each Bank
will hold an unpaid balance on its Syndicated Note bearing the same proportion
to the then outstanding aggregate principal amount of the Syndicated Notes as
such Bank's Commitment bears to the Banks' aggregate Commitments; provided that
if any amount so received by any Bank in payment of the Syndicated Note held by
it shall be, as a result of the reversal of the exercise of any such right
(whether by court order or voluntary action

-54-
59

on the part of such Bank), returned to the Company or the Subsidiary or paid as
directed by such court order by such Bank, then each other Bank which shall
have theretofore received its share of any such payment pursuant to this
Section 12.5 shall, upon demand, promptly repay, without interest, the amount
of such share to such Bank, or, if the Bank exercising such right shall not
have made the purchases provided for in this Section 12.5 prior to such
reversal, the other Banks shall have no further rights under this Section 12.5
in respect to such amount. Except as provided in this Section and in Sections
11.6 and 11.7, no Bank shall be responsible to any other Bank for losses or
claims which such Bank may incur in connection with the transactions
contemplated by this Agreement. The Company agrees that any Bank so purchasing
a participation from another Bank pursuant to this Section 12.5 may exercise
all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation.

Section 12.6 Successors and Assigns. This Agreement shall be binding
upon the Company and the Banks and their respective successors and assigns, and
shall inure to the benefit of the Company and the Banks and their respective
successors and assigns. The Company may not assign its rights or obligations
hereunder, except as permitted by Section 8.3 hereof. Other than by virtue of
operation of law, no Bank shall assign any portion of its Commitment hereunder
unless (a) the portion of the Bank's Commitment to be assigned is equal to or
greater than $25,000,000 (or such lesser amount as the Company may approve in
its sole discretion), and the assigning Bank retains a Commitment in an amount
equal to at least 50% of its Commitment at the Effective Date; (b) the
assigning Bank has received the prior written approval of the Company and the
Agent Bank to the proposed assignment; (c) the Agent Bank has been paid an
assignment fee of $2,500 by the assigning Bank; and (d) the bank which has
received the assignment of the Commitment, the assigning Bank, the Company and
the Agent Bank shall have executed the Form of Assignment as set forth on
Exhibit D hereto. Upon compliance with the provisions set forth above, such
financial institution shall thereupon and thereafter be deemed to be a Bank for
all purposes hereunder, and the Agent Bank shall give notice to all of the
Banks of the assignment. There shall be no sale by any Bank of any
participation in its Commitment; provided, however, any Bank may (x) pledge its
Loans and/or Notes hereunder to a Federal Reserve Bank in support of borrowings
made by such Bank from such Federal Reserve Bank or (y) participate all or a
portion of its Commitment and related outstandings hereunder to its parent
company and/or any affiliate of such Bank which is at least fifty percent owned
by such Bank or its parent company.

Section 12.7 Holidays. When any payment hereunder falls due on a day
that is not a Business Day, such payment shall be made as herein provided on
the next succeeding Business Day. Interest shall continue to accrue on the
principal to be paid until it is paid.

Section 12.8 Law Governing. This Agreement shall be construed and
performance thereof shall be determined according to the laws of the State of
Georgia.

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60

Section 12.9 Disclosure to Other Persons. The Company acknowledges
that any Bank may deliver copies of any financial statements and other
documents delivered to such Bank, and disclose any other information disclosed
to such Bank, by or on behalf of the Company or any Subsidiary in connection
with or pursuant to this Agreement to (i) such of the Bank's directors,
officers, employees, agents and professional consultants as may require such
information in the performance of their respective duties, (ii) any Person to
which such Bank offers to assign any Note or any part thereof if (a) such
disclosure has been previously approved by the Company, or (b) such disclosure
is not of information previously designated by the Company as "privileged" or
"confidential", (iii) any federal or state regulatory authority having
jurisdiction over such Bank, or (iv) any other Person to which such delivery or
disclosure may be necessary or appropriate (a) in compliance with any law,
rule, regulation or order applicable to such Bank, (b) in response to any
subpoena or other legal process or (c) in connection with any litigation to
which such Bank is a party; provided, however, that such Bank, to the extent
legally permitted to do so, will use its best efforts to notify the Company
prior to any disclosure of information contemplated by this subparagraph (iv)
and will use its best efforts to give the Company the opportunity to object to
any such disclosure; provided, further, that the foregoing proviso shall not
require such Bank to withhold such information where such withholding would
subject such Bank to civil or criminal liabilities or penalties, as determined
by such Bank in its discretion.

Section 12.10 Execution and Effective Date. This Agreement may be
executed in any number of counterparts, and any party hereto may execute the
said Agreement by signing any such counterpart. The Company shall deliver one
such executed counterpart to Agent Bank and each Bank shall deliver one such
executed counterpart to the Agent Bank for further delivery to the Company.
This Agreement shall be effective as of the Effective Date.

Section 12.11 Representation of Banks. Each Bank represents for
itself only that it is acquiring the Notes to be acquired by it hereunder for
its own account in the ordinary course of extending credit as a banking
institution and not with a view to the distribution or resale thereof, subject,
nevertheless, to any requirement of law that the disposition of the property of
a Bank shall at all times be within its control.

Section 12.12 Severability. Any provision of this Agreement or of
the Notes which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
thereof or affecting the validity or enforceability of such provision in any
other jurisdiction.

Section 12.13 Entire Agreement. This Agreement and the Notes express
the entire understanding of the parties with respect to the transactions
contemplated hereby. Neither this Agreement, the Notes nor any term hereof or
thereof may be changed,

-56-
61

waived, discharged or terminated orally or in writing, except as provided in
Section 12.4 hereof.

[SIGNATURES ON FOLLOWING PAGES]

-57-
62

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed.

THE COMPANY:

DELTA AIR LINES, INC.

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

Attest:

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

THE AGENT BANK:

NATIONSBANK OF GEORGIA, N.A.,
as Agent Bank and individually as
a Bank

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

THE BANKS:

MANAGING AGENTS

BANK OF AMERICA, NATIONAL
TRUST AND SAVINGS ASSOCIATION

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

THE CHASE MANHATTAN BANK, N.A.

By:
-----------------------------------

-58-
63

Title:
--------------------------------

-59-
64

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

CITICORP USA, INC.

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

CIBC INC.

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

ROYAL BANK OF CANADA

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

CO-AGENTS

CREDIT SUISSE

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

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY

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

LTCB TRUST COMPANY

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

-60-
65

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

MITSUBISHI TRUST & BANKING
CORPORATION

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

NATIONAL WESTMINSTER BANK PLC

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

TRUST COMPANY BANK

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

PARTICIPANTS

THE BANK OF TOKYO TRUST
COMPANY

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

BAYERISCHE VEREINSBANK AG
New York Branch

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

CHEMICAL BANK

By:
-----------------------------------

-61-
66

Title:
--------------------------------

-62-
67

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

KREDIETBANK N.V.

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

XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK

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

NBD BANK

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

WACHOVIA BANK OF GEORGIA, N.A.

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

THE SANWA BANK, LIMITED

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

THE BANK OF NEW YORK

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

-63-
68

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

BANK OF MONTREAL

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

THE BANK OF NOVA SCOTIA

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

CREDIT LYONNAIS CAYMAN
ISLANDS BRANCH

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

THE DAI-ICHI KANGYO BANK, LTD.

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

THE FUJI BANK

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

THE MITSUBISHI BANK, LIMITED

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

-64-
69

[SIGNATURE PAGE TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 27, 1995]

THE NORTHERN TRUST COMPANY

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

PNC BANK, NATIONAL ASSOCIATION

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

THE SUMITOMO BANK, LIMITED,
ATLANTA AGENCY

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

THE TOKAI BANK, LTD.

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

THE TOYO TRUST & BANKING
CO., LTD.

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

STAR BANK, N.A.

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

-65-
70

EXHIBIT A-1

FORM OF SYNDICATED NOTE

$_________________
____________, ____

FOR VALUE RECEIVED, DELTA AIR LINES, INC., a Delaware corporation (the
"Maker"), promises to pay to the order of ___________________________________
(together with any successor and assign thereof or any subsequent holder
hereof referred to herein as the "Holder") the lesser of (a) __________________
__________________ Dollars in lawful money of the United States or (b) the
aggregate unpaid principal amount of all Syndicated Loans which are still
outstanding and which were made to the Maker by the Holder pursuant to that
certain Second Amended and Restated Credit Agreement dated as of September 27,
1995 (as the same may be amended, modified or supplemented from time to time,
the "Credit Agreement"; terms used herein and not defined herein have their
respective defined meanings as set forth in the Credit Agreement) by and among
the Maker, the Banks set forth therein and NationsBank of Georgia, National
Association, as Agent Bank, at the Main Office of the Agent Bank, or at such
other place as is otherwise specified in the Credit Agreement. The Company
shall repay the principal amount of this Note on the Termination Date. The
outstanding principal amount hereof shall bear interest at the rates and shall
be payable at the times set forth in the Credit Agreement.

Any payment of principal or interest which is not paid when due, as
herein provided, shall bear interest (to the extent permitted by law) at that
rate which is one-quarter of one percent (1/4%) above the Base Rate in effect
on each respective day thereafter until paid in full and such interest shall be
payable on demand.

This Note is one of the Syndicated Notes issued pursuant to, and is
entitled to the benefits of, the Credit Agreement. To the extent provided in
the Credit Agreement, this Note is subject to voluntary prepayment, in whole or
in part, without premium or penalty.

Upon the occurrence of an Event of Default, the aggregate unpaid
principal amount of all Syndicated Loans evidenced hereby which are still
outstanding and accrued interest thereon may become due and payable in the
manner and with the effect provided in the Credit Agreement.

Time is of the essence of this Note, and in case this Note is not paid
when due, and is subsequently collected by law or through an attorney at law,
or under advice therefrom, the Maker agrees to pay all costs of collection
incurred by the Holder including, without limitation, the reasonable fees and
disbursements of counsel to the Holder.

A-1-1
71

The undersigned and all endorsers or other parties to this Note hereby
waive presentment, demand for payment, protest and notice of nonpayment.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Note as of the date first written above.

DELTA AIR LINES, INC.

(CORPORATE SEAL)

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

[Reverse of Note]

Advance Payment
------- -------
Date Loan Amount Principal Interest
---- ----------- --------- --------

A-1-2
72

EXHIBIT A-2

FORM OF COMPETITIVE BID NOTE

____________, ____

FOR VALUE RECEIVED, DELTA AIR LINES, INC., a Delaware corporation (the
"Maker"), promises to pay to the order of _______________________________
(together with any successor and assign thereof or any subsequent holder
hereof referred to herein as the "Holder") the aggregate unpaid principal
amount of all Competitive Bid Loans which are still outstanding and which were
made to the Maker by the Holder pursuant to that certain Second Amended and
Restated Credit Agreement dated as of September 27, 1995 (as the same may be
amended, modified or supplemented from time to time, the "Credit Agreement";
terms used herein and not defined herein have their respective defined
meanings as set forth in the Credit Agreement) by and among the Maker, the
Banks set forth therein and NationsBank of Georgia, National Association, as
Agent Bank, at the Main Office of the Agent Bank, or at such other place as is
otherwise specified in the Credit Agreement on the Termination Date or such
earlier date as may be required pursuant to the terms of the Credit Agreement.
The Company agrees to pay interest on the unpaid principal amount hereof on
the dates and at the rates as agreed to by the Maker and the Holder pursuant
to the terms of the Credit Agreement.

This Note is one of the Competitive Bid Notes issued pursuant to, and is
entitled to the benefits of, the Credit Agreement.

Upon the occurrence of an Event of Default, the aggregate unpaid
principal amount of all Competitive Bid Loans evidenced hereby which are still
outstanding and accrued interest thereon may become due and payable in the
manner and with the effect provided in the Credit Agreement.

A-2-1
73

The undersigned and all endorsers or other parties to this Note hereby
waive presentment, demand for payment, protest and notice of nonpayment.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Note as of the date first written above.

DELTA AIR LINES, INC.

(CORPORATE SEAL)

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

[Reverse of Note]

Advance Payment
------- -------
Date Loan Amount Principal Interest
---- ----------- --------- --------

A-2-2
74

EXHIBIT B

FORM OF NOTICE OF INCREASED COMMITMENT

[Date]

NationsBank of Georgia,
National Association, as Agent Bank
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxx, Vice President

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of September 27, 1995 (the "Credit Agreement") by and among
Delta Air Lines, Inc. (the "Company"), the Banks party thereto and NationsBank
of Georgia, National Association, as Agent Bank. Terms used herein and not
defined herein have their respective defined meanings as set forth in the
Credit Agreement.

1. Pursuant to Section 2.3(b)(i) of the Credit Agreement, the
Company and the undersigned Bank hereby notify the Agent Bank that the Company
and such Bank propose to increase such Bank's Commitment under the Credit
Agreement from $_____________ to $___________. Such proposed increase shall be
effective on the later of (a) the date the Agent Bank and, if applicable, the
Majority Banks, consent to such increase and (b) ______________, ____.

2. [If proposed increase results in an increase of the Total
Commitments of the Banks from that which exists on the Effective Date of
$250,000,000 or less - Pursuant to Section 2.3(a) of the Credit Agreement, the
consent of the Agent Bank is necessary for the proposed increase in such Bank's
Commitment. If the Agent Bank so consents, kindly indicate such consent by
signing at the space provided below.]

[If proposed increase results in an increase of the Total Commitments of
the Banks from that which exists on the Effective Date of between $250,000,000
and $500,000,000- Pursuant to Section 2.3(a) of the Credit Agreement, the
consent of the Agent Bank and Majority Banks is necessary for the proposed
increase in such Bank's Commitment. The Company and the undersigned Bank
request that: (a) the Agent Bank consent to such proposed increase and (b) the
Agent Bank promptly poll the other Banks to determine whether the Majority
Banks consent to such increase.]

B-1
75

Very truly yours,

DELTA AIR LINES, INC.

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

[RELEVANT BANK]

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

The Agent Bank hereby consents to the above-described increase in the
Commitment of [Insert Bank] under the Credit Agreement [and confirms that the
Majority Banks also consent thereto].

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Agent Bank

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

B-2
76

EXHIBIT C-1

FORM OF NOTICE AND AGREEMENT REGARDING ADDITION OF BANK

[Date]

NationsBank of Georgia,
National Association, as Agent Bank
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Vice President

Delta Air Lines, Inc.
Administrative Center
Xxxxxxxxxx Atlanta International Airport
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Treasurer

Ladies and Gentlemen:

1. Pursuant to Section [2.3(c)] [3.14.3] of the Credit Agreement,
the undersigned hereby requests that it become a Bank under the Credit
Agreement. The proposed Commitment of the undersigned as a Bank under the
Credit Agreement would equal $________________. [For 2.3(c) additions only -
The undersigned proposes that the undersigned shall become a Bank under the
Credit Agreement on the later of (a) the date the Agent Bank and the Company
and, if applicable, the Majority Banks consent to such increase and (b)
____________, ____ (the "Effective Date").] [For 3.14.3 additions only - later
of consent by the Company and the Agent Bank and ___________________ (the
"Effective Date").]

2. Upon the Effective Date, the undersigned hereby assumes all of
the obligations of a Bank having a Commitment of $______________ under the
Credit Agreement as if the undersigned were an original Bank and signatory
under the Credit Agreement including, but not limited to, the obligation of a
Bank to make advances to the Company thereunder and to reimburse the Agent
Bank, for the account of the Letter of Credit Banks, for Drawings under Letters
of Credit to the extent of its Commitment, and to indemnify the Agent Bank as
provided therein. In this connection, the undersigned hereby represents that
it has received and reviewed a copy of the Credit Agreement and

C-1-1
77
hereby ratifies and approves all of the terms and conditions of the Credit
Agreement and the other documents executed and delivered in connection
therewith.

3. For purposes of delivering any notice to the undersigned as a
Bank under the Credit Agreement, the following sets forth the address of the
undersigned for such purpose:

___________________________
___________________________
___________________________
Telecopy No. ______________
Attention:_________________

4. The undersigned acknowledges that it has, independently and
without reliance upon the Agent Bank, or on any affiliate or subsidiary
thereof, or any other Bank and based on the financial statements supplied by
the Company and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to become a Bank under
the Credit Agreement. The undersigned also acknowledges that it will,
independently and without reliance upon the Agent Bank or any other Bank and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement or its respective Note. The Agent Bank shall have
no duty or responsibility, either initially or on a continuing basis, to
provide the undersigned with any credit or other information with respect to
the Company or to notify the undersigned of any Event of Default except as
provided in Section 11.5 of the Credit Agreement. The undersigned has not
relied on the Agent Bank as to any legal or factual matter in connection
therewith or in connection with the transactions contemplated thereunder.

5. This letter agreement shall not be binding against the
undersigned unless and until the Company and the Agent Bank have executed their
consent to the foregoing at the space provided below.

6. THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

7. This letter agreement may be executed in any number of
counterparts each of which, when taken together, shall constitute one and the
same agreement.

8. [For 2.3(c) additions only - If proposed addition of Bank
results in an increase of the Total Commitments of the Banks from that which
exists on the Effective Date of $250,000,000 or less - Pursuant to Section
2.3(a) and (c) of the Credit Agreement, the consent of the Agent Bank and the
Company is necessary for the undersigned to become a Bank under the Credit
Agreement. If the Agent Bank and the

C-1-2
78

Company so consent, kindly indicate such consent by signing at the spaces
provided below.]

[If proposed addition of Bank results in an increase of the Total
Commitments of the Banks from that which exists on the Effective Date of
between $250,000,000 and $500,000,000 - Pursuant to Section 2.3(a) and (c) of
the Credit Agreement, the consent of the Agent Bank, the Company and Majority
Banks is necessary for the undersigned to become a Bank under the Credit
Agreement. The undersigned requests that: (a) the Agent Bank and the Company
consent to the undersigned becoming a Bank under the Credit Agreement and (b)
the Agent Bank promptly poll the other Banks to determine whether the Majority
Banks consent to the undersigned becoming a Bank under the Credit Agreement.
If the Company and the Agent Bank so consent, kindly indicate such consent by
signing at the spaces provided below.]

Very truly yours,

[FINANCIAL INSTITUTION]

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

The Company hereby agrees that, on the Effective Date, _____________
("_______________") shall be a Bank under the Credit Agreement having a
Commitment equal to $________________ pursuant to the terms and conditions set
forth above. The Company agrees that _____________________ shall have all of
the rights and remedies of a Bank under the Credit Agreement as if
___________________ were an original Bank and signatory under the Credit
Agreement including, but not limited to, the right of a Bank to receive
payments of principal and interest with respect to the Loans made by the Banks
and to receive the commitment and other fees payable to the Banks as provided
in the Credit Agreement. Further, ____________________ shall be entitled to
the indemnification provisions from the Company in favor of the Banks as
provided in the Credit Agreement. The Company further agrees, on the Effective
Date, to execute in favor of _________________________ a promissory note in
substantially the form of Exhibit A-1 to the Credit Agreement in the face
amount of ___________________'s Commitment.

DELTA AIR LINES, INC.

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

C-1-3
79

The Agent Bank hereby consents to __________________ becoming a Bank
under the Credit Agreement pursuant to the foregoing terms and conditions [and
confirms that the Majority Banks also consent thereto].

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Agent
Bank

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

C-1-4
80

EXHIBIT C-2

FORM OF AGREEMENT OF EXISTING BANK
TO REPLACE REPLACED BANK

NationsBank of Georgia,
National Association, as Agent Bank
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxx, Vice President

Ladies and Gentlemen:

Pursuant to Section 3.14.3 of the Credit Agreement, the undersigned Bank
(the "Existing Bank") hereby agrees to assume [$____________] of the
obligations and Commitment of ____________________________ (the "Replaced
Bank") under the Credit Agreement. Accordingly, the Commitment of the Existing
Bank shall be increased from $_______________ to $________________. Except for
the increase in the Commitment contemplated hereby, the Existing Bank shall
continue to have all of the rights, remedies, duties and obligations of a Bank
under the Credit Agreement.

Very truly yours,

[EXISTING BANK]

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

The Agent Bank hereby consents to the above-described increase in the
Commitment of [Insert Bank] under the Credit Agreement.

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Agent Bank

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

C-2-1
81

EXHIBIT D

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of __________, ____
by and among __________________ (the "Assignor"), ____________ (the
"Assignee"), DELTA AIR LINES, INC. (the "Company") and NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Agent Bank.

WHEREAS, the Assignor is a Bank under that certain Second Amended and
Restated Credit Agreement dated as of September 27, 1995 (the "Credit
Agreement"; terms used herein and not defined herein have their respective
defined meanings as set forth in the Credit Agreement) by and among the
Company, the Banks named therein and the Agent Bank;

WHEREAS, the Assignor desires to assign to the Assignee (a) [all] [a
portion] of the Loans made by the Assignor to the Company under the Credit
Agreement, (b) [all] [a portion] of the Assignor's obligation to reimburse the
Agent Bank, for the account of the Letter of Credit Banks, for drawings under
Letters of Credit, and (c) [all] [a portion] of the Assignor's Commitment under
the Credit Agreement, all on the terms and conditions set forth herein;

WHEREAS, the Company and the Agent Bank consent to such assignment on
the terms and conditions set forth herein.

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

1. Subject to the terms and conditions of this Agreement, the
Assignor hereby irrevocably transfers and assigns to the Assignee, without
recourse, [all of the Assignor's right title and interest in and to] [an
undivided _____ ____________ percent interest in] all Loans made by the
Assignor to the Company under the Credit Agreement] [a principal amount of
Syndicated Loans made by the Assignor to the Company under the Credit Agreement
equal to $______________ [and a principal amount of Competitive Bid Loans made
by the Assignor to the Company under the Credit Agreement equal to
$____________]] (such Loans herein referred to as the "Assigned Loans")
together with all rights of the Assignor to receive all payments of principal
and interest from the Company with respect to such Assigned Loans and all
rights of collection and enforcement the Assignor may have against the Company
with respect to such Assigned Loans. Further, but subject to the terms and
conditions set forth herein, the Assignor hereby irrevocably transfers and
assigns to the Assignee [all of the Assignor's] [$___________ of the
Assignor's] Commitment under the Credit Agreement (the "Assigned Commitment")
including all voting rights of the Assignor associated with such amount of
Assigned Commitment, all rights to receive all commitment and other fees with
respect to such Assigned Commitment and other rights of the Assignor under the
Credit Agreement with respect to such amount of Assigned Commitment, all as if
the Assignee were an original Bank and signatory under the Credit Agreement
having a Commitment equal to the Assigned Commitment. The Assignee,

D-1
82

subject to the terms and conditions hereof, hereby assumes all obligations of
the Assignor with respect to the Assigned Commitment as if the Assignee were an
original Bank and signatory under the Credit Agreement having a Commitment
equal to the Assigned Commitment including, but not limited to, the obligation
of the Assignor to make advances to the Company with respect to the Assigned
Commitment, to reimburse the Agent Bank, for the account of the Letter of
Credit Banks, for drawings under any Letter of Credit and to indemnify the
Agent Bank as provided therein. The Assignor shall have no further duties or
obligations with respect to, and shall have no further interest in, the
Assigned Loans or the Assigned Commitment.

2. The Assignor hereby represents and warrants to the Assignee
that: (a) the Assignor is a Bank under the Credit Agreement having a
Commitment under the Credit Agreement immediately prior to the effectiveness of
this Agreement equal to $________ and that the Assignor is not in default of
its obligations under the Credit Agreement; (b) immediately prior to the
effectiveness of this Agreement, the Assignor held $___________ in principal
amount of Syndicated Loans and $_______________ in principal amount of
Competitive Bid Loans outstanding and owing by the Company to the Assignor; and
(c) immediately prior to the effectiveness of this Agreement, there was
$___________ aggregate face amount of Letters of Credit outstanding under the
Credit Agreement.

3. The Assigned Loans and Reimbursement Obligations shall be
without recourse to the Assignor. The Assignee acknowledges and agrees that,
except as provided in paragraph 2 above, the Assignor is making no
representations or warranties with respect to, and the Assignee hereby releases
and discharges the Assignor for any responsibility or liability for: (i) the
present or future solvency or financial condition of the Company, (ii) any
representations, warranties, statements or information made or furnished by the
Company in connection with the Credit Agreement or otherwise, (iii) the
validity, efficacy, sufficiency, or enforceability of the Credit Agreement or
any document or instrument executed in connection therewith, or the
collectibility of the Assigned Loans and Reimbursement Obligations, (iv) the
perfection, priority or validity of any lien, security interest or pledge with
respect to any collateral at any time securing the obligations of the Company
under the Credit Agreement or the Assigned Loans under the Notes or the Credit
Agreement and (v) the performance or failure to perform by the Company of any
obligation under the Credit Agreement or any document or instrument executed in
connection therewith.

Further, the Assignee acknowledges that it has, independently and
without reliance upon the Agent Bank, or on any affiliate or subsidiary
thereof, the Assignor or any other Bank and based on the financial statements
supplied by the Company and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to become a Bank
under the Credit Agreement. The undersigned also acknowledges that it will,
independently and without reliance upon the Agent Bank, the Assignor or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement or its respective Note(s). The
Agent Bank shall have no duty or responsibility, either initially or on a
continuing basis, to provide the Assignee with any credit or other information
with respect to the Company or to notify the Assignee of any Event of Default
except as provided in Section

D-2
83

11.5 of the Credit Agreement. The Assignee has not relied on the Agent Bank,
the Assignor or any other Bank as to any legal or factual matter in connection
therewith or in connection with the transactions contemplated thereunder.

4. Upon the execution and delivery of this Agreement, the
Assignee shall deliver to the Assignor by wire transfer of immediately
available funds $_____________. [Insert amounts owing with respect to assigned
Loans, etc.] [Other consideration/adjustments].

5. The Company hereby agrees that the Assignee shall be a Bank
under the Credit Agreement having a Commitment equal to the Assigned
Commitment. The Company agrees that the Assignee shall have all of the rights
and remedies of a Bank under the Credit Agreement as if the Assignee were an
original Bank and signatory under the Credit Agreement including, but not
limited to, the right of a Bank to receive payments of principal and interest
with respect to the Assigned Loans, if any, and to the Syndicated Loans made by
the Banks after the date hereof and to receive the commitment and other fees
payable to the Banks as provided in the Credit Agreement. Further, the
Assignee shall be entitled to the indemnification provisions from the Company
in favor of the Banks as provided in the Credit Agreement. The Company further
agrees, upon the execution and delivery of this Agreement, to execute in favor
of the Assignee a promissory note in substantially the form of Exhibit A-1 to
the Credit Agreement in the face amount of the Assigned Commitment and a
promissory note in substantially the form of Exhibit A-2 to the Credit
Agreement to evidence any Competitive Bid Loans. Further, the Company agrees
that, upon the execution and delivery of this Agreement, the Company shall owe
the Assigned Loans to the Assignee as if the Assignee were the Bank originally
making such Loans.

6. For purposes of delivering any notice to the Assignee as a
Bank under the Credit Agreement, the following sets forth the address of the
Assignee for such purpose:

________________________
________________________
________________________
Telecopy No. ___________
Attention:______________

7. The Agent Bank hereby consents to the assignment and
assumption contemplated herein and agrees to notify the Banks of such
assignment.

8. The Assignor agrees to pay the Agent Bank a servicing fee
equal to $2,500 immediately upon the execution and delivery of this Agreement.

9. This Agreement, and the assignment and assumption contemplated
herein, shall not be effective until (a) this Agreement is signed by each of
the Assignor, the Assignee, the Company and the Agent Bank; (b) the payment to
the Assignor of the amounts owing by the Assignee pursuant to paragraph 4
hereof; and (c) the payment to the Agent Bank of the fee owing to the Agent
Bank pursuant to paragraph 8 hereof.

X-0
00

00. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

11. This Agreement may be executed in any number of counterparts
each of which, when taken together, shall constitute one and the same
agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Assignment and Assumption Agreement as of the date and year first written
above.

THE ASSIGNOR:

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

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

THE ASSIGNEE:

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

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

THE COMPANY:

DELTA AIR LINES, INC.

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

THE AGENT BANK:

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as Agent
Bank

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

D-4
85

EXHIBIT E

FORM OF COMPETITIVE BID QUOTE CONFIRMATION

TO: Delta Air Lines, Inc.

ATTENTION:
-------------------------------

RE: Competitive Bid Quote to Delta Air Lines, Inc. (the
"Company")

This Competitive Bid Quote is given in accordance with Section 3.3(c)
of that certain Second Amended and Restated Credit Agreement dated as of
September 27, 1995 (as modified and supplemented and in effect from time to
time, the "Credit Agreement") by and among the Company, the Banks named therein
and NationsBank of Georgia, National Association, as Agent Bank. Terms used
herein and not defined herein have their respective defined meanings as set
forth in the Credit Agreement.

In response to the Company's request for offers to make Competitive
Bid Loans dated _____________, ____, we hereby make the following Competitive
Bid Quote(s) on the following terms:

1. Quoting Bank:
--------------------------------------------------

2. Person to contact at Quoting Bank:
-----------------------------

3. We hereby offer to make Competitive Bid Loans(s) in the
following principal amount(s), for the following Interest Period(s) and at the
following rate(s):

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

X-0
00

XXXXXXXXX XXXXXXXXX AMOUNT(2) INTEREST RATE
DATE DATE(1) PERIOD(3)
--------------------------------------------------------------------------------

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

We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit
Agreement, irrevocably obligate(s) us to make the Competitive Bid Loan(s) for
which any offer(s) (is/are) accepted, in whole or in part.

Very truly yours,

[NAME OF BANK]

By:
----------------------------------------

Dated:
-------------, ----

------------------------------
(1) As specified in the related Competitive Bid Quote Request.

(2) The principal amount bid for each Interest Period may not exceed the
principal amount requested. Bids must be made for at least $10,000,000
or a larger multiple of $1,000,000.

(3) A period of up to 180 days after the making of such Competitive Bid Loan,
as specified in the related Competitive Bid Quote Request.

X-0
00

XXXXXXX X

FORM OF ACCEPTANCE OF COMPETITIVE BID QUOTES

DELTA AIR LINES, INC.

NAME OF BANK RATE QUOTE AMOUNT ALLOCATED

DELTA AIR LINES, INC.

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

F-1
88

SCHEDULE I

FUNDED DEBT *

1. 8.25% Notes due May 15, 1996

2. 7.55%-9.15% Notes with maturities ranging from 1997 to 2007

3. 9-7/8% Notes due January 1, 1998

4. 9-7/8% Notes due May 15, 2000

5. 8-1/2% Notes due March 15, 2002

6. 7.26-8.10% Guaranteed Serial ESOP Notes, payable in installments
through 2009

7. 10-1/8% Debentures due May 15, 2010

8. 10-3/8% Debentures due February 1, 2011

9. 9.00% Debentures due May 15, 2016

10. 9-3/4% Debentures due May 15, 2021

11. 9-1/4% Debentures due March 15, 2022

12. 10-3/8% Debentures due December 15, 2022

13. Development Authority of Xxxxxx County Loan Agreement dated
September 1, 1992

14. Development Authority of Xxxxxxx County Loan Agreement dated July 1,
1979

15. Development Authority of Xxxxxxx County Loan Agreement dated
January 1, 1988

16. Capital Leases:

(a) Forty B737-200 Aircraft Leases

(b) Nine Western Air Lines Aircraft Leases (4 B737-200; 3 B737-300
and 2 B727-200)

* ALL OF WHICH IS UNSECURED EXCEPT ITEM 16(b).

SECURED OBLIGATIONS

1. UT Finance Corporation Loan Agreement Dated April 29, 1988

2. UT Finance Corporation Loan Agreement Dated July 18, 1988

3. $96,500,000 The Port Authority of NY and NJ Special Project Bonds,
Series I (Delta Air Lines, Inc. Project)

4. Nine Western Air Lines Capital Leases (4 B737-200; 3 B737-300 and
2 B727-200)

5. SATO Guaranty (pledge of Company's government receivables to provide
collateral for SATO credit agreement)

SCHEDULE II

SUBSIDIARIES OF DELTA AIR LINES, INC.

Aero Assurance Ltd. (formerly DELTACAP, Ltd.)

Crown Rooms, Inc.

Crown Rooms of Texas, Inc.

DAL Foreign Sales, Inc.

DAL Moscow, Inc.

Delta Air Lines and Pan American World Airways
Unterstutzungkasse GmbH

Delta Air Lines Funding Corporation

Delta Air Lines Holdings, Inc.

DeltaTel, Inc.

Delta Staffing Services, Inc.

Delta Ventures III, Inc.

Deltair U.K. Investments Limited

Epsilon Trading, Inc.

Lesteris Limited

SCHEDULE III

GUARANTY LIABILITIES

Regional Airports Improvement Corporation 11-1/4% Facilities Sublease Revenue
Bonds, Issue of 1985 Western Air Lines, Inc. (Los Angeles International Airport)
($94,260), including any refinancing(s) thereof provided that (a) the
outstanding principal amount of these Bonds and the interest rate applicable
thereto are not increased, and (b) the maturity date of these Bonds remains
unchanged. As of June 30, 1995, the outstanding principal amount of these Bonds
was $94,260,000.

SATO Guaranty (Company's allocable share of $25 million SATO revolving credit
facility; used by SATO to advance payments to participating airlines on
government receivables)

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1 EXHIBIT 4.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 27, 1995

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