<PAGE> 1
EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of October 27, 2000
by and among DELTA AIR LINES, INC., a corporation organized under the laws of
the State of Delaware (the "Company"), the Banks appearing on the signature
pages hereof (the "Banks") and BANK OF AMERICA, N.A., successor to NationsBank,
N.A. (South), as Agent Bank (the "Agent Bank").
WHEREAS, the Company, the Banks and the Agent Bank entered into that
certain Credit Agreement dated as of May 2, 1997 (the "Credit Agreement")
pursuant to which the Banks made certain financial accommodations available to
the Company;
WHEREAS, the Company has requested that the Banks and the Agent Bank
amend the Credit Agreement in certain respects; and
WHEREAS, the Banks and the Agent Bank are willing to so amend the
Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties
hereto agree as follows:
SECTION 1. AMENDMENT TO CREDIT AGREEMENT.
The Credit Agreement is hereby amended by deleting Section 8.1 thereof
in its entirety and substituting in lieu thereof the following:
"SECTION 8.1. LIENS.
Create, assume or suffer to exist any
mortgage, pledge, encumbrance, lien or charge of any
kind (collectively, "Liens") upon any of its
property or assets, whether now owned or hereafter
acquired, except: (i) Liens where the aggregate
indebtedness secured by such Liens at any time does
not exceed the sum of (a) the greater of
$3,000,000,000 or fifteen percent (15%) of Equity
plus (b) the amount outstanding under the
obligations described on Schedule I hereof as
"Secured"; (ii) liens for taxes not yet due or which
are being contested in good faith; (iii) other
liens, charges and encumbrances incidental to the
conduct of its business or the ownership of its
property and assets which were not incurred to
secure the repayment of borrowed money or other
advances or credit, and which do not in the
aggregate materially detract from the value of its
property or assets or materially impair the use
thereof in the operation of its business; (iv) liens
imposed by law, such as carriers', warehousemen's,
mechanics', materialmen's and vendors' liens, for
sums not yet due or already due but the validity of
which is being contested in good faith; (v) Liens on
property or assets of a Subsidiary to secure
obligations of
<PAGE> 2
such Subsidiary to the Company or another
Subsidiary; (vi) Liens required by Section 7.6
hereof; and (vii) Liens on aircraft or aircraft
engines owned by the Company or any Subsidiary on or
before October 27, 2000 or thereafter acquired by
the Company or any Subsidiary, in either case to
secure the payment of all or any part of the
purchase price thereof or to secure any obligation
incurred or for which a firm commitment is obtained
prior to, at the time of, or after, the acquisition
of such property for the purpose of financing all or
any part of the purchase price thereof; provided,
however, that in the case of this clause (vii), (A)
the related indebtedness shall be permitted under
Section 8.2 hereof; (B) any such Lien shall attach
only to such aircraft and aircraft engines so
acquired or to be acquired; (C) the Lien securing
such indebtedness shall be created within 180 days
of such acquisition; (D) no Default or Event of
Default shall then exist or be created thereby; and
(E) in the case of any Liens covering aircraft or
aircraft engines owned by the Company or any
Subsidiary on or before October 27, 2000, the
aggregate indebtedness secured thereby shall not at
any time exceed $1,500,000,000."
SECTION 2. EFFECTIVENESS OF AMENDMENT. This First Amendment shall not
be effective until the date (the "Amendment Effective Date") the following
conditions precedent to effectiveness shall be satisfied:
(a) (i) this First Amendment shall be executed and delivered by
the Company, the Agent Bank and each of the Banks and (ii) delivery of a notice
from the Agent Bank to the Banks and the Company that this First Amendment has
been fully executed by all parties hereto; and
(b) the Agent Bank shall have received a certificate from the
Treasurer of the Company certifying that, after giving effect to this First
Amendment, no Default or Event of Default under the Credit Agreement will be in
existence.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
(a) In order to induce the Agent Bank and the Banks to enter into
this First Amendment, the Company hereby reaffirms each of the representations
and warranties of the Company contained in the Credit Agreement as of the date
hereof except to the extent that such representations and warranties expressly
relate solely to an earlier date (in which case such representations and
warranties were true and accurate on and as of such earlier date).
(b) The Company represents and warrants to the Agent Bank and the
Banks that, after giving effect to this First Amendment, no Default or Event of
Default has occurred and is continuing under the Credit Agreement.
(c) The execution, delivery and performance of this First
Amendment by the Company does not require the consent of any other Person under
any document, instrument or agreement to which the Company is a party or under
which the Company is bound.
2
<PAGE> 3
SECTION 4. REFERENCES TO THE CREDIT AGREEMENT. Each reference to the
Credit Agreement in the Credit Agreement, the Notes or any of the other
instruments, agreements, certificates or other documents executed in connection
therewith (collectively, the "Loan Documents"), shall be deemed to be a
reference to the Credit Agreement, as amended by this First Amendment, and as
the same may be further amended, restated, supplemented or otherwise modified
from time to time in accordance with Section 12.4 of the Credit Agreement.
Further, the Company acknowledges and agrees that all references to
"NationsBank, N.A. (South)" in its individual capacity or in its capacity as
Agent Bank (and any defined term used to designate "NationsBank, N.A. (South)"
in its individual capacity or in its capacity as Agent Bank) contained in the
Credit Agreement and the other Loan Documents shall be deemed to be references
to "Bank of America, N.A.".
SECTION 5. EXPENSES OF AGENT BANK. The Company agrees to pay, on
demand, all costs and expenses incurred by the Agent Bank in connection with the
preparation, negotiation and execution of this First Amendment and any other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the costs
and fees of the Agent Bank's legal counsel and any taxes or expenses associated
with or incurred in connection with any instrument or agreement referred to
herein or contemplated hereby.
SECTION 6. BENEFITS. This First Amendment shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
SECTION 7. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT
GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.
SECTION 8. EFFECT. Except as expressly herein amended, the terms and
conditions of the Credit Agreement shall remain in full force and effect without
amendment or modification, express or implied. The entering into this First
Amendment by the Agent Bank and the Banks shall not be construed or interpreted
as an agreement by the Agent Bank or the Banks to enter into any future
amendment or modification of the Credit Agreement or any of the other Loan
Documents.
SECTION 9. COUNTERPARTS; TELECOPIED SIGNATURES. This First Amendment
may be executed in any number of counterparts and by different parties to this
First Amendment on separate counterparts, each of which when so executed shall
be deemed to be an original and shall be binding upon all parties, their
successors and assigns. Any signature delivered or transmitted by a party by
facsimile transmission shall be deemed to be an original signature hereto.
SECTION 10. FURTHER ASSURANCES. The Company agrees to take such further
actions as the Agent Bank shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
3
<PAGE> 4
SECTION 11. SECTION TITLES. Section titles and references used in this
First Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto.
SECTION 12. RELEASE OF CLAIMS. To induce the Agent Bank and the Banks
to enter into this First Amendment, the Company hereby releases, acquits and
forever discharges the Agent Bank and the Banks, and all officers, directors,
agents, employees, successors and assigns of the Agent Bank and the Banks, from
any and all liabilities, claims, demands, actions or causes or actions of any
kind or nature (if there be any), whether absolute or contingent, disputed or
undisputed, at law or in equity, or known or unknown, that the Company now has
or ever had against such Persons arising under or in connection with any of the
Loan Documents or otherwise.
SECTION 13. DEFINITIONS. All capitalized terms which are used herein
and not otherwise defined herein shall have the meanings given such terms as set
forth in the Credit Agreement.
[SIGNATURES CONTAINED ON FOLLOWING PAGES]
4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement to be executed under seal by their duly authorized officers
as of the date above written.
THE COMPANY:
DELTA AIR LINES, INC.
By:
-------------------------------------------
Title:
-------------------------------------
THE AGENT BANK:
BANK OF AMERICA, N.A.
By:
-------------------------------------------
Title:
-------------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
5
<PAGE> 6
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]
THE BANKS:
BANK OF AMERICA, N.A.
By:
-------------------------------------------
Title:
----------------------------------------
THE CHASE MANHATTAN BANK
By:
-------------------------------------------
Title:
----------------------------------------
CITIBANK N.A.
By:
-------------------------------------------
Title:
----------------------------------------
ROYAL BANK OF CANADA
By:
-------------------------------------------
Title:
----------------------------------------
SUNTRUST BANK
By:
-------------------------------------------
Title:
----------------------------------------
By:
-------------------------------------------
Title:
----------------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
6
<PAGE> 7
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]
MITSUBISHI BANK AND TRUST
By:
-------------------------------------------
Title:
----------------------------------------
WACHOVIA BANK, N.A.
By:
-------------------------------------------
Title:
----------------------------------------
THE BANK OF TOKYO-MITSUBISHI,
LTD., NEW YORK BRANCH
By:
-------------------------------------------
Title:
----------------------------------------
CIBC INC.
By:
-------------------------------------------
Title:
----------------------------------------
THE INDUSTRIAL BANK OF JAPAN, LTD.
By:
-------------------------------------------
Title:
----------------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
7
<PAGE> 8
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]
THE NORTHERN TRUST COMPANY
By:
-------------------------------------------
Title:
----------------------------------------
BANK OF MONTREAL
By:
-------------------------------------------
Title:
----------------------------------------
THE BANK OF NEW YORK
By:
-------------------------------------------
Title:
----------------------------------------
BAYERISCHE HYPO-UND VEREINSBANK AG,
NEW YORK BRANCH
By:
-------------------------------------------
Title:
----------------------------------------
By:
-------------------------------------------
Title:
----------------------------------------
THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH
By:
-------------------------------------------
Title:
----------------------------------------
PNC BANK, N.A.
By:
-------------------------------------------
Title:
----------------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
8
<PAGE> 9
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]
SANWA BANK,
By:
-------------------------------------------
Title:
----------------------------------------
THE TOYO TRUST & BANKING
CO., LTD.
By:
-------------------------------------------
Title:
----------------------------------------
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:
-------------------------------------------
Title:
----------------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH
By:
-------------------------------------------
Title:
----------------------------------------
THE FUJI BANK, LIMITED
By:
-------------------------------------------
Title:
----------------------------------------
KBC BANK NV
By:
-------------------------------------------
Title:
----------------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGES]
9
<PAGE> 10
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT
DATED AS OF OCTOBER 27, 2000 WITH DELTA AIR LINES, INC.]
BANK ONE NA
By:
-------------------------------------------
Title:
----------------------------------------
FIRST STAR BANK
By:
-------------------------------------------
Title:
----------------------------------------
THE SUMITOMO BANK, LIMITED
By:
-------------------------------------------
Title:
----------------------------------------
BANK OF SCOTLAND, NEW YORK
By:
-------------------------------------------
Title:
----------------------------------------
BANK HAPOALIM B.M.
By:
-------------------------------------------
Title:
----------------------------------------
10
