Exhibit 4.1

                              Delta Air Lines, Inc.

                        $500,000,000 7.70% Notes due 2005
                        $500,000,000 7.90% Notes due 2009
                       $1,000,000,000 8.30% Notes due 2029

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

                          Registration Rights Agreement

                                                        December 14, 1999

Goldman, Sachs & Co.
   As representative of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         Delta Air Lines, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) its 7.70% Notes due 2005, its
7.90% Notes due 2009 and its 8.30% Notes due 2029. As an inducement to the
Purchasers to enter into the Purchase Agreement and in satisfaction of a
condition to the obligations of the Purchasers thereunder, the Company agrees
with the Purchasers for the benefit of holders (as defined herein) from time to
time of the Registrable Securities (as defined herein) as follows:

         1. Certain Definitions. For purposes of this Registration Rights
Agreement, the following terms shall have the following respective meanings:

         "Additional Interest" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Additional Interest Event" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
     Friday which is not a day on which banking institutions in New York City,
     New York are authorized or obligated by law or executive order to close.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(c)(ii) or 3(c)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(b) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

         "Exchange Series" shall have the meaning assigned thereto in Section
     2(a) hereof.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of December 14, 1999,
     between the Company and The Bank of New York, as Trustee, as the same shall
     be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     December 7, 1999, between the Purchasers and the Company relating to the
     Securities, as the same shall be amended from time to time.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security until resale of such Registrable Security has been
     effected within the 90-day period

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     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to the
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Rule 144(k) Holding Period" shall have the meaning assigned thereto in
     Section 2(b) hereof.

         "Securities" shall mean, collectively, the 7.70% Notes due 2005, 7.90%
     Notes due 2009 and 8.30% Notes due 2029 of the Company to be issued and
     sold to the Purchasers, and securities (other than Exchange Securities,
     except as provided herein) issued in exchange therefor or in lieu thereof
     pursuant to the Indenture.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Series" shall mean a series of the Securities or the Exchange
     Securities, as the case may be.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

         Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Registration Rights Agreement, and the

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words "herein," "hereof" and "hereunder" and other words of similar import
refer to this Registration Rights Agreement as a whole and not to any
particular Section or other subdivision.

          2. Registration Under the Securities Act.

          (a) Except as set forth in Section 2(b) below, the Company agrees to
     use its reasonable efforts to file under the Securities Act, as soon as
     practicable, but no later than 90 days after the Closing Date, a single
     registration statement relating to an offer to exchange (such registration
     statement, the "Exchange Registration Statement", and such offer, the
     "Exchange Offer") any and all of the Securities of each Series for a like
     aggregate principal amount of debt securities issued by the Company, which
     debt securities will be substantially identical to the Securities of such
     Series (and will be entitled to the benefits of a trust indenture which
     will be substantially identical to the Indenture or is the Indenture and
     which will be qualified under the Trust Indenture Act), except that such
     new debt securities will have been registered pursuant to an effective
     registration statement under the Securities Act, will not be subject to
     transfer restrictions or registration rights and will not be entitled to
     the benefit of provisions for the Additional Interest contemplated in
     Section 2(c) below (such new debt securities hereinafter called "Exchange
     Securities", and each Series thereof an "Exchange Series" or a "Series of
     Exchange Securities"). The Company agrees to use its reasonable efforts to
     cause the Exchange Registration Statement to become effective under the
     Securities Act as soon as practicable, but no later than 180 days after
     the Closing Date. The Exchange Offer will be registered under the
     Securities Act on the appropriate form and will comply with all applicable
     tender offer rules and regulations under the Exchange Act. The Company
     further agrees to use its reasonable efforts to commence and complete the
     Exchange Offer promptly, but no later than 45 Business Days after such
     registration statement has become effective, hold the Exchange Offer open
     for at least 30 days and exchange each Series of Exchange Securities for
     all Registrable Securities of the same Series that have been properly
     tendered and not withdrawn on or prior to the expiration of the Exchange
     Offer. The Exchange Offer shall be deemed to have been completed upon the
     earlier to occur of (i) the Company having exchanged Exchange Securities
     for all outstanding Registrable Securities of the comparable Series
     pursuant to the Exchange Offer and (ii) the Company having exchanged,
     pursuant to the Exchange Offer, Exchange Securities for all Registrable
     Securities of the comparable Series that have been properly tendered and
     not withdrawn before the expiration of the Exchange Offer, which shall be
     on a date that is at least 30 days following the commencement of the
     Exchange Offer. The Company agrees (x) to include in the Exchange
     Registration Statement a prospectus for use in any resales by any holder
     of Exchange Securities that is a broker-dealer and (y) to keep such
     Exchange Registration Statement effective for a period (the "Resale
     Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the 90th
     day after the Exchange Offer has been completed or such time as such
     broker-dealers no longer own any Registrable Securities. With respect to
     such Exchange Registration Statement, such holders shall have the benefit
     of the rights of indemnification and contribution set forth in Sections
     5(a), (c), (d) and (e) hereof.

          (b) If (i) the Company determines that the Exchange Registration
     Statement is not available or the Exchange Offer may not be consummated
     because it would violate applicable law or the applicable interpretations
     of the staff of the Commission, (ii) the Exchange Offer has not been
     completed within 180 days plus 45 Business Days following the Closing
     Date, or (iii) in the opinion of counsel for the Purchasers, a
     registration statement must be filed and a prospectus must be delivered by
     the Purchasers in connection with any offering or sale of Registrable
     Securities, the Company shall, in lieu of conducting the

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     Exchange Offer contemplated by Section 2(a), use its reasonable efforts
     to file under the Securities Act, as soon as practicable after the time
     such obligation to file arises, a "shelf" registration statement providing
     for the registration of, and the sale on a continuous or delayed basis by
     the holders of, all of the Registrable Securities, pursuant to Rule 415 or
     any similar rule that may be adopted by the Commission (such filing, the
     "Shelf Registration" and such registration statement, the "Shelf
     Registration Statement"). The Company agrees (x) to use its reasonable
     efforts to cause the Shelf Registration Statement to become or be declared
     effective and to keep such Shelf Registration Statement continuously
     effective for a period ending on the earlier of the second anniversary of
     the Closing Date or, if Rule 144(k) is amended to provide a shorter
     restrictive period, such shorter period (the "Rule 144(k) Holding Period")
     or such time as there are no longer any Registrable Securities outstanding,
     provided, however, that no holder shall be entitled to be named as a
     selling securityholder in the Shelf Registration Statement or to use the
     prospectus forming a part thereof for resales of Registrable Securities
     unless such holder is an Electing Holder, and (y) to take any action
     reasonably necessary to enable a holder to use the prospectus forming a
     part thereof for resales of Registrable Securities, including, without
     limitation, any action necessary to identify such holder as a selling
     securityholder in the Shelf Registration Statement, provided, however, that
     nothing in this Clause (y) shall relieve any such holder of the obligation
     to return a completed and signed Notice and Questionnaire to the Company in
     accordance with Section 3(c)(iii) hereof. The Company further agrees to
     supplement or make amendments to the Shelf Registration Statement, as and
     when required by the rules, regulations or instructions applicable to the
     registration form used by the Company for such Shelf Registration Statement
     or by the Securities Act or rules and regulations thereunder for shelf
     registration, and the Company agrees to furnish to each Electing Holder
     copies of any such supplement or amendment promptly after its being used
     following its filing with the Commission.

          (c) The Company agrees to pay additional interest (the "Additional
     Interest") upon the occurrence of any of the following events (each such
     event an "Additional Interest Event"):

               (i) If the Exchange Registration Statement or Shelf Registration
          Statement is not filed within 90 days following the Closing Date,
          then commencing on the 91st day after the Closing Date, Additional
          Interest shall accrue on the Securities over and above the otherwise
          applicable interest rate at a rate of .25% per year, or

               (ii) If an Exchange Registration Statement or Shelf Registration
          Statement is filed and is not declared effective within 180 days
          following the Closing Date, then commencing on the 181st day after
          the Closing Date, Additional Interest shall accrue on the Securities
          over and above the otherwise applicable interest rate at a rate of
          .25% per year, or

               (iii) If either (A) the Company has not exchanged Exchange
          Securities of any Series for all Securities of the same Series
          validly tendered in accordance with the terms of the Exchange Offer
          on or prior to 45 Business Days after the date on which the Exchange
          Registration Statement was declared effective, or (B) the Shelf
          Registration Statement has been declared effective but such Shelf
          Registration Statement ceases to be effective at any time (I) prior
          to the expiration of the Rule 144(k) Holding Period and (II) while
          Registrable Securities are outstanding, then Additional Interest
          shall accrue on the Securities over and above the otherwise
          applicable interest rate at a rate of .25% per year commencing on the
          (x) 46th

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          Business Day after such effective date, in the case of (A) above, or
          (y) the day the Shelf Registration Statement ceases to be effective,
          in the case of (B) above;

          provided, however, that the rate at which Additional Interest accrues
          on the Securities shall never exceed .25% per year; and provided
          further that Additional Interest on the Securities shall cease to
          accrue upon the earlier of (i) when all Additional Interest Events
          have been cured or (ii) upon the expiration of the Rule 144(k) Holding
          Period. For purposes of clarifying the foregoing provisions,
          Additional Interest shall not accrue at any time that there are no
          Registrable Securities outstanding.

          (d) The Company shall take all actions reasonably necessary or
     advisable to be taken by it to ensure that the transactions contemplated
     herein are effected as so contemplated.

          (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference
     herein to any post-effective amendment to a registration statement as of
     any time shall be deemed to include any document incorporated, or deemed
     to be incorporated, therein by reference as of such time.

          3. Registration Procedures.

          If the Company files a registration statement pursuant to Section
2(a) or Section 2(b), the following provisions shall apply:

          (a) At or before the Effective Time of the Exchange Registration or
     the Shelf Registration, as the case may be, the Company shall qualify the
     Indenture under the Trust Indenture Act.

          (b) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) use its reasonable efforts to prepare and file with the
          Commission, as soon as practicable but no later than 90 days after
          the Closing Date, an Exchange Registration Statement on any form
          which may be utilized by the Company and which shall permit the
          Exchange Offer and resales of Exchange Securities by broker-dealers
          during the Resale Period to be effected as contemplated by Section
          2(a), and use its reasonable efforts to cause such Exchange
          Registration Statement to become effective as soon as practicable
          thereafter, but no later than 180 days following the Closing Date;

               (ii) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each
          broker-dealer holding Exchange Securities with such number of copies
          of the prospectus included therein (as then amended or supplemented),
          in conformity in all material respects with the requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, as such broker-dealer
          reasonably may

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          request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or
          received copies of the prospectus included in such registration
          statement, and, if requested by such broker-dealer, confirm such
          advice in writing, (A) when such Exchange Registration Statement or
          the prospectus included therein or any prospectus amendment or
          supplement or post-effective amendment has been filed, and, with
          respect to such Exchange Registration Statement or any post-effective
          amendment, when the same has become effective, (B) of any request by
          the Commission for amendments or supplements to such Exchange
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending
          the effectiveness of such Exchange Registration Statement or the
          initiation or threatening of any proceedings for that purpose, (D) of
          the receipt by the Company of any notification with respect to the
          suspension of the qualification of the Exchange Securities for sale
          in any jurisdiction or the initiation or threatening of any
          proceeding for such purpose, or (E) if at any time during the Resale
          Period when a prospectus is required to be delivered under the
          Securities Act, that such Exchange Registration Statement,
          prospectus, prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and
          the rules and regulations of the Commission thereunder or contains an
          untrue statement of a material fact or omits to state any material
          fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing;

               (iv) in the event that the Company would be required, pursuant
          to Section 3(b)(iii)(E) above, to notify any broker-dealers holding
          Exchange Securities, it will use its reasonable efforts to prepare
          and furnish to each such holder a reasonable number of copies of a
          prospectus supplemented or amended so that, as thereafter delivered
          to purchasers of such Exchange Securities during the Resale Period,
          such prospectus shall conform in all material respects to the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder and
          shall not contain an untrue statement of a material fact or omit to
          state a material fact required to be stated therein or necessary to
          make the statements therein not misleading in light of the
          circumstances then existing. Each broker-dealer agrees that upon
          receipt of any notice from the Company pursuant to Section
          3(b)(iii)(E) hereof, such broker-dealer shall forthwith discontinue
          the disposition of Exchange Securities pursuant to the Exchange
          Registration Statement applicable to such Exchange Securities until
          such broker-dealer shall have received copies of such amended or
          supplemented prospectus, and if so directed by the Company, such
          broker-dealer shall deliver to the Company (at the Company's expense)
          all copies of the prospectus covering such Exchange Securities then
          in such broker-dealers' possession for the purpose of making offers
          of Exchange Securities;

               (v) use its reasonable efforts to obtain the withdrawal of any
          order suspending the effectiveness of such Exchange Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date;

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               (vi) use its reasonable efforts to (A) register or qualify the
          Exchange Securities under the securities laws or blue sky laws of
          such jurisdictions as any holder of Exchange Securities shall
          reasonably request in writing no later than the commencement of the
          Exchange Offer, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions until the
          expiration of the Resale Period and (C) take any and all other
          actions as may be reasonably necessary or advisable to enable each
          broker-dealer holding Exchange Securities to consummate the
          disposition thereof in such jurisdictions; provided, however, that
          the Company shall not be required for any such purpose to (1) qualify
          as a foreign corporation or as a dealer in securities in any
          jurisdiction wherein it would not otherwise be required to qualify
          but for the requirements of this Section 3(b)(vi), (2) consent to
          general service of process in any such jurisdiction or subject itself
          to taxation in any such jurisdiction if it is not already so subject,
          or (3) make any changes to its certificate of incorporation or
          by-laws or any agreement between it and its stockholders;

               (vii) use its reasonable efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Exchange
          Registration, the Exchange Offer and the offering and sale of
          Exchange Securities by broker-dealers during the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time;

               (ix) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than eighteen months after the
          effective date of such Exchange Registration Statement, an earning
          statement of the Company and its subsidiaries complying with Section
          11(a) of the Securities Act (including, at the option of the Company,
          Rule 158 thereunder).

         (c) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) use its reasonable efforts to prepare and file with the
          Commission a Shelf Registration Statement on any form which may be
          utilized by the Company and which shall register all of the
          Registrable Securities for resale by the holders thereof in
          accordance with such method or methods of disposition as may be
          specified by such of the holders as, from time to time, may be
          Electing Holders and use its reasonable efforts to cause such Shelf
          Registration Statement to become effective;

               (ii) not less than 30 days prior to the Effective Time of the
          Shelf Registration Statement, mail the Notice and Questionnaire to
          the holders of Registrable Securities; no holder shall be entitled to
          be named as a selling securityholder in the Shelf Registration
          Statement as of the Effective Time, and no holder shall be entitled
          to use the prospectus forming a part thereof for resales of
          Registrable Securities at any time, unless such holder has returned a
          completed and signed Notice and Questionnaire to the Company by the
          deadline for response set forth therein; provided, however, holders
          of Registrable Securities shall have at least 28 days from the date
          on which the Notice and Questionnaire is first mailed to such holders
          to return a completed and signed Notice and Questionnaire to the
          Company;

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               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company; and provided,
          further, that the Company shall not be required to file an amendment
          to such Shelf Registration Statement for the sole reason of naming
          such holder as a selling securityholder in the Shelf Registration
          Statement;

               (iv) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Shelf Registration Statement
          and the prospectus included therein as may be necessary to effect and
          maintain the effectiveness of such Shelf Registration Statement for
          the period specified in Section 2(b) hereof and as may be required by
          the applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being
          used or filed with the Commission;

               (v) comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities
          covered by such Shelf Registration Statement in accordance with the
          intended methods of disposition by the Electing Holders provided for
          in such Shelf Registration Statement;

               (vi) provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Registration Rights Agreement,
          shall include a person deemed to be an underwriter within the meaning
          of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any
          sales or placement agent therefor, (D) counsel for any such
          underwriter or agent and (E) not more than one counsel for all the
          Electing Holders the opportunity to participate in the preparation of
          such Shelf Registration Statement, each prospectus included therein
          or filed with the Commission and each amendment or supplement
          thereto;

               (vii) for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in
          Section 2(b), make available at reasonable times at the Company's
          principal place of business or such other reasonable place for
          inspection by the persons referred to in Section 3(c)(vi) who shall
          certify to the Company that they have a current intention to sell the
          Registrable Securities pursuant to the Shelf Registration such
          financial and other information and books and records of the Company,
          and reasonably cause the officers, employees, counsel and independent
          certified public accountants of the Company to respond to such
          inquiries, as shall be reasonably necessary to conduct a reasonable
          investigation within the meaning of Section 11 of the Securities Act;
          provided, however, that each such party shall be required to maintain
          in confidence and not to disclose to any other person any information
          or records reasonably designated by the Company as being
          confidential, until such time as (A) such information becomes a
          matter of public record (whether by virtue of its inclusion in such
          registration statement or otherwise), or (B) such person shall be
          required so to disclose such information pursuant to a subpoena or
          order of any court or other governmental

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          agency or body having jurisdiction over the matter (subject to the
          requirements of such order, and only after such person shall have
          given the Company prompt prior written notice of such requirement),
          or (C) such information is required to be set forth in such Shelf
          Registration Statement or the prospectus included therein or in an
          amendment to such Shelf Registration Statement or an amendment or
          supplement to such prospectus in order that such Shelf Registration
          Statement, prospectus, amendment or supplement, as the case may be,
          complies with applicable requirements of the federal securities laws
          and the rules and regulations of the Commission and does not contain
          an untrue statement of a material fact or omit to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing;

               (viii) promptly notify each of the Electing Holders, any sales
          or placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and, if
          requested by such Holders, agents or underwriters, confirm such
          advice in writing, (A) when such Shelf Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with respect to such
          Shelf Registration Statement or any post-effective amendment, when
          the same has become effective, (B) of any request by the Commission
          for amendments or supplements to such Shelf Registration Statement or
          prospectus or for additional information, (C) of the issuance by the
          Commission of any stop order suspending the effectiveness of such
          Shelf Registration Statement or the initiation or threatening of any
          proceedings for that purpose, (D) of the receipt by the Company of
          any notification with respect to the suspension of the qualification
          of the Registrable Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose, or (E)
          if at any time when a prospectus is required to be delivered under
          the Securities Act, that such Shelf Registration Statement,
          prospectus, prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and
          the rules and regulations of the Commission thereunder or contains an
          untrue statement of a material fact or omits to state any material
          fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing;

               (ix) use its reasonable efforts to obtain the withdrawal of any
          order suspending the effectiveness of such registration statement or
          any post-effective amendment thereto at the earliest practicable
          date;

               (x) if requested by any managing underwriter or underwriters,
          any placement or sales agent or any Electing Holder, promptly
          incorporate in a prospectus supplement or post-effective amendment
          such information as is required by the applicable rules and
          regulations of the Commission and as such managing underwriter or
          underwriters, such agent or such Electing Holder may reasonably
          propose should be included therein relating to the terms of the sale
          of such Registrable Securities, including information with respect to
          the principal amount of Registrable Securities being sold by such
          Electing Holder or agent or to any underwriters, the name and
          description of such Electing Holder, agent or underwriter, the
          offering price of such Registrable Securities and any discount,
          commission or other compensation payable in respect thereof, the
          purchase price being paid therefor by such underwriters and

                                       10

<PAGE>

          with respect to any other terms of the offering of the Registrable
          Securities to be sold by such Electing Holder or agent or to such
          underwriters; and make all required filings of such prospectus
          supplement or post-effective amendment promptly after notification of
          the matters to be incorporated in such prospectus supplement or
          post-effective amendment;

               (xi) furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(c)(vi) an executed copy
          (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Registrable Securities, upon request) and
          documents incorporated by reference therein) and such number of
          copies of such Shelf Registration Statement (excluding exhibits
          thereto and documents incorporated by reference therein unless
          specifically so requested by such Electing Holder, agent or
          underwriter, as the case may be) and of the prospectus included in
          such Shelf Registration Statement (including each preliminary
          prospectus and any summary prospectus), in conformity in all material
          respects with the applicable requirements of the Securities Act and
          the Trust Indenture Act and the rules and regulations of the
          Commission thereunder, and such other documents, as such Electing
          Holder, agent, if any, and underwriter, if any, may reasonably
          request in order to facilitate the offering and disposition of the
          Registrable Securities owned by such Electing Holder, offered or sold
          by such agent or underwritten by such underwriter and to permit such
          Electing Holder, agent and underwriter to satisfy the prospectus
          delivery requirements of the Securities Act; and the Company hereby
          consents to the use of such prospectus (including such preliminary
          and summary prospectus) and any amendment or supplement thereto by
          each such Electing Holder and by any such agent and underwriter, in
          each case in the form most recently provided to such person by the
          Company, in connection with the offering and sale of the Registrable
          Securities covered by the prospectus (including such preliminary and
          summary prospectus) or any supplement or amendment thereto;

               (xii) use reasonable efforts to (A) register or qualify the
          Registrable Securities to be included in such Shelf Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request in writing, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit
          the continuance of offers, sales and dealings therein in such
          jurisdictions during the period the Shelf Registration is required to
          remain effective under Section 2(b) above; and (C) take any and all
          other actions as may be reasonably necessary or advisable to enable
          each such Electing Holder, agent, if any, and underwriter, if any, to
          consummate the disposition in such jurisdictions; provided, however,
          that the Company shall not be required for any such purpose to (1)
          qualify as a foreign corporation or as a dealer in securities in any
          jurisdiction wherein it would not otherwise be required to qualify
          but for the requirements of this Section 3(c)(xii), (2) consent to
          general service of process in any such jurisdiction or subject itself
          to taxation in any such jurisdiction if it is not so subject, or (3)
          make any changes to its certificate of incorporation or by-laws or
          any agreement between it and its stockholders;

                                       11

<PAGE>

               (xiii) use its reasonable efforts to obtain the consent or
          approval of each governmental agency or authority, whether federal,
          state or local, which may be required to effect the Shelf
          Registration or the offering or sale in connection therewith or to
          enable the selling holder or holders to offer, or to consummate the
          disposition of, their Registrable Securities;

               (xiv) unless any Registrable Securities shall be in book-entry
          only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may reasonably request at least two Business Days prior
          to any sale of the Registrable Securities;

               (xv) provide a CUSIP number for all Registrable Securities, not
          later than the applicable Effective Time;

               (xvi) enter into one or more customary underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, including customary
          provisions relating to indemnification and contribution, and take
          such other actions in connection therewith as any Electing Holders
          aggregating at least a majority in aggregate principal amount of the
          Registrable Securities at the time outstanding (it being understood
          for purposes of this Agreement that all holders of the Registrable
          Securities shall vote on this and any other matter as a single class)
          shall reasonably request in order to expedite or facilitate the
          disposition of such Registrable Securities;

               (xvii) whether or not an agreement of the type referred to in
          Section 3(c)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent
          or any other entity; (A) make such representations and warranties to
          the Electing Holders and the placement or sales agent, if any,
          therefor and the underwriters, if any, thereof in form, substance and
          scope as are customarily made in connection with an offering of debt
          securities pursuant to any appropriate agreement or to a registration
          statement filed on the form applicable to the Shelf Registration; (B)
          obtain an opinion of counsel to the Company in customary form and
          covering such matters, of the type customarily covered by such an
          opinion, as the managing underwriters, if any, or as any Electing
          Holders of at least a majority in aggregate principal amount of the
          Registrable Securities at the time outstanding may reasonably
          request, addressed to such Electing Holder or Electing Holders and
          the placement or sales agent, if any, therefor and the underwriters,
          if any, thereof and dated the effective date of such Shelf
          Registration Statement (and if such Shelf Registration Statement
          contemplates an underwritten offering of a part or all of the
          Registrable Securities, dated the date of the closing under the
          underwriting agreement relating thereto) covering the matters
          customarily covered in opinions requested in underwritten offerings
          (it being agreed that the matters to be covered by such opinion may
          be subject to customary qualifications and exceptions, it being

                                       12

<PAGE>

          understood that opinions that are substantially the same as those
          called for by the Purchase Agreement will be satisfactory for these
          purposes); (C) obtain a "cold comfort" letter or letters from the
          independent certified public accountants of the Company addressed to
          the selling Electing Holders, the placement or sales agent, if any,
          therefor or the underwriters, if any, thereof, dated (i) the
          effective date of such Shelf Registration Statement and (ii) the
          effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a
          period subsequent to that of the latest such statements included in
          such prospectus (and, if such Shelf Registration Statement
          contemplates an underwritten offering pursuant to any prospectus
          supplement to the prospectus included in such Shelf Registration
          Statement or post-effective amendment to such Shelf Registration
          Statement which includes unaudited or audited financial statements as
          of a date or for a period subsequent to that of the latest such
          statements included in such prospectus, dated the date of the closing
          under the underwriting agreement relating thereto), such letter or
          letters to be in customary form and covering such matters of the type
          customarily covered by letters of such type; (D) deliver such
          customary documents and certificates, including officers'
          certificates, as may be reasonably requested by any Electing Holders
          of at least a majority in aggregate principal amount of the
          Registrable Securities at the time outstanding or the placement or
          sales agent, if any, therefor and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and
          warranties made pursuant to clause (A) above and the compliance with
          or satisfaction of any agreements or conditions contained in the
          underwriting agreement or other agreement entered into by the
          Company; and (E) undertake such obligations relating to expense
          reimbursement, indemnification and contribution as are provided in
          Section 5 hereof;

               (xviii) notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of
          this Registration Rights Agreement pursuant to Section 8(h) hereof
          and of any amendment or waiver effected pursuant thereto, each of
          which notices shall contain the text of the amendment or waiver
          proposed or effected, as the case may be;

               (xix) in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules") of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or
          dealer in respect thereof, or otherwise, assist such broker-dealer in
          complying with the requirements of such Conduct Rules, including by
          (A) if such Conduct Rules shall so require, engaging a "qualified
          independent underwriter" (as defined in such Conduct Rules) to
          participate in the preparation of the Shelf Registration Statement
          relating to such Registrable Securities, to exercise usual standards
          of due diligence in respect thereto and, if any portion of the
          offering contemplated by such Shelf Registration Statement is an
          underwritten offering or is made through a placement or sales agent,
          to recommend the yield of such Registrable Securities, (B)
          indemnifying any such qualified independent underwriter to the extent
          of the indemnification of underwriters provided in Section 5 hereof
          (or to such other customary extent as may be requested by such

                                       13

<PAGE>

         underwriter), and (C) providing such information to such broker-dealer
         as may be required in order for such broker-dealer to comply with the
         requirements of the Conduct Rules; and

               (xx) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

          (d) In the event that the Company would be required, pursuant to
     Section 3(c)(viii)(E) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall without any unreasonable delay prepare and
     furnish to each of the Electing Holders, to each placement or sales agent,
     if any, and to each such underwriter, if any, a reasonable number of
     copies of a prospectus supplemented or amended so that, as thereafter
     delivered to purchasers of Registrable Securities, such prospectus shall
     conform in all material respects to the applicable requirements of the
     Securities Act and the Trust Indenture Act and the rules and regulations
     of the Commission thereunder and shall not contain an untrue statement of
     a material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in
     light of the circumstances then existing. Each Electing Holder agrees that
     upon receipt of any notice from the Company pursuant to Section
     3(c)(viii)(E) hereof, such Electing Holder shall forthwith discontinue the
     disposition of Registrable Securities pursuant to the Shelf Registration
     Statement applicable to such Registrable Securities until such Electing
     Holder shall have received copies of such amended or supplemented
     prospectus, and if so directed by the Company, such Electing Holder shall
     deliver to the Company (at the Company's expense) all copies of the
     prospectus covering such Registrable Securities then in such Electing
     Holder's possession for the purpose of making offers of the Registrable
     Securities.

          (e) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously
     furnished by such Electing Holder to the Company or of the occurrence of
     any event in either case as a result of which any prospectus relating to
     such Shelf Registration contains or would contain an untrue statement of a
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities or omits to
     state any material fact regarding such Electing Holder or such Electing
     Holder's intended method of disposition of such Registrable Securities
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing, and promptly
     to furnish to the Company any additional information required to correct
     and update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in
     light of the circumstances then existing.

                                       14

<PAGE>

          (f) Until the expiration of the Rule 144(k) Holding Period, the
     Company will not, and will use its reasonable efforts to cause its
     "affiliates" (as defined in Rule 144) not to, resell any of the Securities
     that have been reacquired by any of them except pursuant to an effective
     registration statement under the Securities Act.

          4. Registration Expenses.

          The Company agrees to bear and to pay or cause to be paid promptly
all reasonable expenses incident to the Company's performance of or compliance
with this Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of one counsel for the placement or sales agent or underwriters
as a group in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may reasonably designate, including any fees and disbursements
of one counsel for the Electing Holders or underwriters as a group in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Company (including the expenses
of any opinions or "cold comfort" letters required by or incident to such
performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel for the Electing
Holders retained in connection with a Shelf Registration, as selected by the
Electing Holders of at least a majority in aggregate principal amount of the
Registrable Securities held by Electing Holders (which counsel shall be
reasonably satisfactory to the Company), (j) any fees charged by securities
rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are reasonably
incurred, assumed or paid by any holder of Registrable Securities or any
placement or sales agent therefor or underwriter thereof, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions, transfer taxes, if any,
and underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

                                       15

<PAGE>

          5. Indemnification.

          (a) Indemnification by the Company. The Company will indemnify and
     hold harmless each of the holders of Registrable Securities included in an
     Exchange Registration Statement, each of the Electing Holders of
     Registrable Securities included in a Shelf Registration Statement and each
     person who participates as a placement or sales agent or as an underwriter
     in any offering or sale of such Registrable Securities against any losses,
     claims, damages or liabilities, joint or several, to which such holder,
     agent or underwriter may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon an untrue
     statement or alleged untrue statement of a material fact contained in any
     Exchange Registration Statement or Shelf Registration Statement, as the
     case may be, under which such Registrable Securities were registered under
     the Securities Act, or any preliminary, final or summary prospectus
     contained therein or furnished by the Company to any such holder, Electing
     Holder, agent or underwriter, or any amendment or supplement thereto, or
     arise out of or are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein not misleading, and will reimburse such holder,
     such Electing Holder, such agent and such underwriter for any legal or
     other expenses reasonably incurred by them in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that the Company shall not be liable to any
     such person in any such case to the extent that any such loss, claim,
     damage or liability arises out of or is based upon an untrue statement or
     alleged untrue statement or omission or alleged omission made in such
     registration statement, or preliminary, final or summary prospectus, or
     amendment or supplement thereto, in reliance upon and in conformity with
     written information furnished to the Company by such person expressly for
     use therein; and provided, further, that the Company shall not be liable
     to any such person, to the extent that any such losses, claims, damages or
     liabilities arise out of or are based upon an untrue statement or alleged
     untrue statement of a material fact or omission or alleged omission if
     either (A)(i) such person was required by law to send or deliver, and
     failed to send or deliver, a copy of the prospectus with or prior to
     delivery of written confirmation of the sale by such person to the person
     asserting the claims from which such losses, claims, damages or
     liabilities arise and (ii) the prospectus previously delivered by the
     Company to such person would have corrected such untrue statement or
     alleged untrue statement or omission or alleged omission, (B)(x) such
     untrue statement or alleged untrue statement or omission or alleged
     omission is corrected in an amendment to the prospectus and (y) having
     been previously furnished by or on behalf of the Company with copies of
     the prospectus as so amended or supplemented, such person failed to send
     or deliver a copy of such amendment to the prospectus with or prior to the
     delivery of written confirmation of the sale of a Registrable Security to
     the person asserting the claim from which such losses, claims, damages or
     liabilities arise or (C)(i) such person disposed of Registrable Securities
     to the person asserting the claim from which such losses, claims, damages
     or liabilities arise pursuant to an Exchange Registration Statement or
     Shelf Registration Statement and sent or delivered, or was required by law
     to send or deliver, a prospectus to such person in connection with such
     disposition, (ii) such person received a suspension notice as provided in
     Sections 3(b)(iii)(C) through (E) and 3(c)(vii)(C) through (E) hereof in
     writing at least four Business Days prior to the date of such disposition
     and (iii) such untrue statement or alleged untrue statement or omission or
     alleged omission was the reason for such suspension notice.

          (b) Indemnification by the Holders and any Agents and Underwriters.
     The Company may require, as a condition to including any Registrable
     Securities in any registration

                                       16

<PAGE>

     statement filed pursuant to Section 2(b) hereof and to entering into any
     underwriting agreement with respect thereto, that the Company shall have
     received an undertaking reasonably satisfactory to it from the Electing
     Holder of such Registrable Securities and from each underwriter named in
     any such underwriting agreement, severally and not jointly, to (i)
     indemnify and hold harmless the Company, and all other holders of
     Registrable Securities, against any losses, claims, damages or liabilities
     to which the Company or such other holders of Registrable Securities may
     become subject, under the Securities Act or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon an untrue statement or alleged untrue
     statement of a material fact contained in such registration statement, or
     any preliminary, final or summary prospectus contained therein or
     furnished by the Company to any such Electing Holder, agent or
     underwriter, or any amendment or supplement thereto, or arise out of or
     are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, but only to
     the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in reliance upon and in conformity
     with written information furnished to the Company by such Electing Holder
     or underwriter expressly for use therein, and (ii) reimburse the Company
     for any legal or other expenses reasonably incurred by the Company in
     connection with investigating or defending any such action or claim as
     such expenses are incurred; provided, however, that no such Electing
     Holder shall be required to undertake liability to any person under this
     Section 5(b) for any amounts in excess of the dollar amount of the
     proceeds to be received by such Electing Holder from the sale of such
     Electing Holder's Registrable Securities pursuant to such registration.

          (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to
     the indemnification provisions of or contemplated by this Section 5,
     notify such indemnifying party in writing of the commencement of such
     action; but the omission so to notify the indemnifying party shall not
     relieve it from any liability which it may have to any indemnified party
     otherwise than under the indemnification provisions of or contemplated by
     Section 5(a) or 5(b) hereof. In case any such action shall be brought
     against any indemnified party and it shall notify an indemnifying party of
     the commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with
     any other indemnifying party similarly notified, to assume the defense
     thereof, with counsel reasonably satisfactory to such indemnified party
     (who shall not, except with the consent of the indemnified party, be
     counsel to the indemnifying party), and, after notice from the
     indemnifying party to such indemnified party of its election so to assume
     the defense thereof, such indemnifying party shall not be liable to such
     indemnified party for any legal expenses of other counsel or any other
     expenses, in each case subsequently incurred by such indemnified party, in
     connection with the defense thereof other than reasonable costs of
     investigation. No indemnifying party shall, without the written consent of
     the indemnified party, effect the settlement or compromise of, or consent
     to the entry of any judgment with respect to, any pending or threatened
     action or claim in respect of which indemnification or contribution may be
     sought hereunder (whether or not the indemnified party is an actual or
     potential party to such action or claim) unless such settlement,
     compromise or judgment (i) includes an unconditional release of the
     indemnified party from all liability arising out of such action or claim
     and (ii) does not include a statement as to or an admission of fault,
     culpability or a failure to act by or on behalf of any indemnified party.

                                       17
<PAGE>

          (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 5(a) or Section 5(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party
     and indemnified party shall be determined by reference to, among other
     things, whether the untrue or alleged untrue statement of a material fact
     or omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 5(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method
     of allocation which does not take account of the equitable considerations
     referred to in this Section 5(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or defending
     any such action or claim. Notwithstanding the provisions of this Section
     5(d), no holder shall be required to contribute any amount in excess of
     the amount by which the dollar amount of the proceeds received by such
     holder from the sale of any Registrable Securities (after deducting any
     fees, discounts and commissions applicable thereto) exceeds the amount of
     any damages which such holder has otherwise been required to pay by reason
     of such untrue or alleged untrue statement or omission or alleged
     omission, and no underwriter shall be required to contribute any amount in
     excess of the amount by which the total price at which the Registrable
     Securities underwritten by it and distributed to the public were offered
     to the public exceeds the amount of any damages which such underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 5(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

          (e) The obligations of the Company under this Section 5 shall be in
     addition to any liability which the Company may otherwise have and shall
     extend, upon the same terms and conditions, to each officer, director and
     partner of each holder, agent and underwriter and each person, if any, who
     controls any holder, agent or underwriter within the meaning of the
     Securities Act; and the obligations of the holders and any agents or
     underwriters contemplated by this Section 5 shall be in addition to any
     liability which the respective holder, agent or underwriter may otherwise
     have and shall extend, upon the same terms and conditions, to each officer
     and director of the Company (including any person who, with his consent,
     is named in any registration statement as about to become a director of
     the Company) and to each person, if any, who controls the Company within
     the meaning of the Securities Act.

          6. Underwritten Offerings.

                                       18

<PAGE>

          (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

          (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled
     hereunder to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

          7. Rule 144.

          The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          8. Miscellaneous.

          (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Registration Rights Agreement.

          (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from
     time to time of the Registrable Securities may be irreparably harmed by
     any such failure, and accordingly agree that the Purchasers and such
     holders, in addition to any other remedy to which they may be entitled at
     law or in equity, shall be entitled to compel specific performance of the
     obligations of the Company under this Registration Rights Agreement in
     accordance with the terms and conditions of this Registration Rights
     Agreement, in any court of the United States or any State thereof having
     jurisdiction; provided that, in the case of any terms of this Registration
     Rights Agreement for which Additional Interest pursuant to Section 2(c) is
     expressly provided as a remedy of a violation of such terms, such
     Additional Interest shall be the sole monetary damages for such violation.

                                       19

<PAGE>

          (c) Notices. All notices, requests, claims, demands, waivers and
     other communications hereunder shall be in writing and shall be deemed to
     have been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, 1030 Delta Blvd., Atlanta, Georgia 30320, Attention:
     Treasurer (with a copy to the General Counsel), and if to a holder, to the
     address of such holder set forth in the security register or other records
     of the Company, or to such other address as the Company or any such holder
     may have furnished to the other in writing in accordance herewith, except
     that notices of change of address shall be effective only upon receipt.

          (d) Parties in Interest. All the terms and provisions of this
     Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the
     event that any transferee of any holder of Registrable Securities shall
     acquire Registrable Securities, in any manner, whether by gift, bequest,
     purchase, operation of law or otherwise, such transferee shall, without
     any further writing or action of any kind, be deemed a beneficiary hereof
     for all purposes and such Registrable Securities shall be held subject to
     all of the terms of this Registration Rights Agreement, and by taking and
     holding such Registrable Securities such transferee shall be entitled to
     receive the benefits of, and be conclusively deemed to have agreed to be
     bound by all of the applicable terms and provisions of this Registration
     Rights Agreement. If the Company shall so request, any such successor,
     assign or transferee shall agree in writing to acquire and hold the
     Registrable Securities subject to all of the applicable terms hereof.

          (e) Survival. The respective indemnities, agreements,
     representations, warranties and each other provision set forth in this
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any
     controlling person of any of the foregoing, and shall survive delivery of
     and payment for the Registrable Securities pursuant to the Purchase
     Agreement and the transfer and registration of Registrable Securities by
     such holder and the consummation of an Exchange Offer.

          (f) Governing Law. This Registration Rights Agreement shall be
     governed by and construed in accordance with the laws of the State of New
     York.

          (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Registration Rights Agreement are inserted for
     convenience only, do not constitute a part of this Registration Rights
     Agreement and shall not affect in any way the meaning or interpretation of
     this Registration Rights Agreement.

          (h) Entire Agreement; Amendments. This Registration Rights Agreement
     and the other writings referred to herein (including the Indenture and the
     form of Securities) or delivered pursuant hereto which form a part hereof
     contain the entire understanding of the parties with respect to its
     subject matter. This Registration Rights Agreement supersedes all prior
     agreements and understandings between the parties with respect to its
     subject matter. This Registration Rights Agreement may be amended and the
     observance of any term of this Registration Rights Agreement may be waived
     (either generally or in a particular instance and either retroactively or
     prospectively) only by a written instrument duly executed by the

                                       20

<PAGE>

     Company and the holders of at least a majority in aggregate principal
     amount of the Registrable Securities at the time outstanding (except with
     respect to Section 2(c) hereof, which may be amended only with the consent
     of each holder of Registrable Securities at the time outstanding). Each
     holder of any Registrable Securities at the time or thereafter outstanding
     shall be bound by any amendment or waiver effected pursuant to this Section
     8(h), whether or not any notice, writing or marking indicating such
     amendment or waiver appears on such Registrable Securities or is delivered
     to such holder.

          (i) Inspection. For so long as this Registration Rights Agreement
     shall be in effect, this Registration Rights Agreement and a complete list
     of the names and addresses of all the holders of Registrable Securities
     shall be made available for inspection and copying on any Business Day at
     reasonable times by any holder of Registrable Securities for proper
     purposes only (which shall include any purpose related to the rights of
     the holders of Registrable Securities under the Securities, the Indenture
     and this Agreement) at the offices of the Company at the address thereof
     set forth in Section 8(c) above and at the office of the Trustee under the
     Indenture.

          (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all
     such respective counterparts shall together constitute one and the same
     instrument.

                                       21
<PAGE>

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and the Representative plus one for each
counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of
each of the Purchasers, this letter and such acceptance hereof shall constitute
a binding agreement between each of the Purchasers and the Company. It is
understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                        Very truly yours,

                                        Delta Air Lines, Inc.

                                        By: ....................................
                                            Name:
                                            Title:

Accepted as of the date hereof:
Goldman, Sachs & Co.

    .................................................
                  (Goldman, Sachs & Co.)


                                       22
<PAGE>
                                                           Exhibit A

                              Delta Air Lines, Inc.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE]*

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the 7.70% Notes due 2005, the 7.90% Notes
due 2009 and the 8.30% Notes due 2029 (the "Securities") of Delta Air Lines,
Inc. (the "Company") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Delta Air Lines,
Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320.

----------
* Not less than 28 calendar days from date of mailing.

<PAGE>


                              Delta Air Lines, Inc.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Registration Rights Agreement (the "Registration
Rights Agreement") between Delta Air Lines, Inc. (the "Company") and the
Purchasers named therein. Pursuant to the Registration Rights Agreement, the
Company has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 7.70% Notes due
2005, 7.90% Notes due December 15, 2009 and 8.30% Notes due December 15, 2029
(the "Securities"). A copy of the Registration Rights Agreement is attached
hereto. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Registration Rights
Agreement.

                                      A-2
<PAGE>


                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement,
including, without limitation, Section 6 of the Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3
<PAGE>


                                  QUESTIONNAIRE

(1)  (a) Full Legal Name of Selling Securityholder:

         _______________________________________________________________________
     (b) Full Legal Name of Registered Holder (if not the same as in (a) above)
         of Registrable Securities Listed in Item (3) below:

         _______________________________________________________________________
     (c) Full Legal Name of DTC Participant (if applicable and if not the
         same as (b) above) Through Which Registrable Securities Listed in
         Item (3) below are Held:
         _______________________________________________________________________

(2)      Address for Notices to Selling Securityholder:
                         ______________________________
                         ______________________________
                         ______________________________
         Telephone:      ______________________________
         Fax:            ______________________________
         Contact Person: ______________________________

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

     (a) Principal amount of Registrable Securities beneficially owned:_________
         CUSIP No(s). of such Registrable Securities:___________________________

     (b) Principal amount of Securities other than Registrable Securities
         beneficially owned:
         _______________________________________________________________________
         CUSIP No(s). of such other Securities:_________________________________

     (c) Principal amount of Registrable Securities which the
         undersigned wishes to be included in the Shelf Registration
         Statement:_____________________________________________________________
         CUSIP No(s). of such Registrable Securities to be included in the
         Shelf Registration Statement:__________________________________________

(4)      Beneficial Ownership of Other Securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any
         other securities of the Company, other than the Securities listed
         above in Item (3).

         State any exceptions here:

                                      A-4
<PAGE>

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders
         (5% or more) has held any position or office or has had any other
         material relationship with the Company (or its predecessors or
         affiliates) during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in
         Item (3) only as follows (if at all): Such Registrable Securities
         may be sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters,
         broker-dealers or agents. Such Registrable Securities may be sold in
         one or more transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time
         of sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve crosses or block transactions) (i)
         on any national securities exchange or quotation service on which
         the Registered Securities may be listed or quoted at the time of
         sale, (ii) in the over-the-counter market, (iii) in transactions
         otherwise than on such exchanges or services or in the
         over-the-counter market, or (iv) through the writing of options. In
         connection with sales of the Registrable Securities or otherwise,
         the Selling Securityholder may enter into hedging transactions with
         broker-dealers, which may in turn engage in short sales of the
         Registrable Securities in the course of hedging the positions they
         assume. The Selling Securityholder may also sell Registrable
         Securities short and deliver Registrable Securities to close out
         such short positions, or loan or pledge Registrable Securities to
         broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

                                      A-5
<PAGE>

In accordance with the Selling Securityholder's obligation under Section 3(e) of
the Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:

           (i)  To the Company:

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

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

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

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

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



           (ii) With a copy to:

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

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

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

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

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




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6
<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_____________________


                  ______________________________________________________________
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                  Securities)

                  By:___________________________________________________________
                  Name:
                  Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

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

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

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

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

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


                                      A-7


<PAGE>


                                                                      Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Delta Air Lines, Inc.
c/o The Bank of New York
101 Barclay Street
New York, New York 10286

Attention:  Trust Officer

         Re: Delta Air Lines, Inc. (the "Company")
             7.70% Notes due 2005, 7.90% Notes due 2009 and 8.30% Notes due 2029

Dear Sirs:

Please be advised that ______________________________ has transferred $
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form S-3 (File No. 333-________) filed by
the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                       Very truly yours,

                                              _________________________
                                              (Name)

                                       By:
                                              _________________________
                                              (Authorized Signature)

                                      B-1