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                                                                     EXHIBIT 4.7

                          REGISTRATION RIGHTS AGREEMENT

                             Dated January 30, 2003

                                      Among

                              DELTA AIR LINES, INC.

                      U.S. BANK TRUST NATIONAL ASSOCIATION,
              not in its individual capacity but solely as Trustee

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                      CREDIT LYONNAIS SECURITIES (USA) INC.
                          DEUTSCHE BANK SECURITIES INC.
                            ING FINANCIAL MARKETS LLC
                           J.P. MORGAN SECURITIES INC.
                            SALOMON SMITH BARNEY INC.
                         U.S. BANCORP PIPER JAFFRAY INC.
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                          REGISTRATION RIGHTS AGREEMENT

                  This REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into on January 30, 2003, among DELTA AIR LINES, INC., a Delaware
corporation (the "COMPANY"), U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee
under the Class G Trust (as defined below) (the "TRUSTEE") and MORGAN STANLEY &
CO. INCORPORATED ("MORGAN STANLEY"), MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, CREDIT LYONNAIS SECURITIES (USA) INC., DEUTSCHE BANK SECURITIES
INC., ING FINANCIAL MARKETS LLC, J.P. MORGAN SECURITIES INC., SALOMON SMITH
BARNEY INC. and U.S. BANCORP PIPER JAFFRAY INC. (together, the "INITIAL
PURCHASERS").

                  This Agreement is made pursuant to the Purchase Agreement,
dated January 24, 2003, among the Company and the Initial Purchasers (the
"PURCHASE AGREEMENT"), which provides for the sale to the Initial Purchasers of
$391,583,000.00 aggregate principal amount of the Company's pass through
certificates, Series 2003-1G (the "INITIAL CERTIFICATES"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

                  The Initial Certificates will be issued pursuant to the Pass
Through Trust Agreement, dated November 16, 2000, between the Company and the
Trustee (the "BASIC AGREEMENT"), as supplemented with respect to the Initial
Certificates by a Trust Supplement, dated as of January 30, 2003 (the "TRUST
SUPPLEMENT", the Basic Agreement as supplemented by the Trust Supplement being
referred to herein as the "DESIGNATED AGREEMENT"), between the Company and the
Trustee, in the aggregate amount and with the applicable interest rate and final
expected distribution date set forth on Schedule II hereto on the terms and
conditions stated herein. The Trust Supplement relates to the creation and
administration of the Delta Air Lines Pass Through Trust, Series 2003-1G (the
"CLASS G TRUST").

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 ACT" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 ACT" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "AGREEMENT" shall have the meaning set forth in the preamble.


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                  "BASIC AGREEMENT" shall have the meaning set forth in the
         third paragraph of this Agreement.

                  "CLOSING DATE" shall have the meaning set forth in the
         Purchase Agreement.

                  "COMPANY" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

                  "DESIGNATED AGREEMENT" shall have the meaning set forth in the
         third paragraph of this Agreement.

                  "EXCHANGE CERTIFICATES" shall mean pass through certificates
         issued under the Designated Agreement of equal outstanding principal
         amount as and containing terms identical to the Initial Certificates
         (except that (i) interest thereon shall accrue from the last date on
         which interest was paid on the Initial Certificates or, if no such
         interest has been paid, from the Closing Date, (ii) the transfer
         restrictions thereon shall be modified or eliminated, as appropriate
         and (iii) provisions relating to an increase in the stated rate of
         interest thereon shall be eliminated), including having the benefit of
         the Policy (as defined in the Purchase Agreement), to be offered to
         Holders of the Initial Certificates in exchange for such Initial
         Certificates pursuant to the Exchange Offer.

                  "EXCHANGE DATE" shall have the meaning set forth in Section
         2(a)(ii) of this Agreement.

                  "EXCHANGE OFFER" shall mean the exchange offer by the Company
         of Exchange Certificates for Registrable Certificates pursuant to
         Section 2(a) hereof.

                  "EXCHANGE OFFER REGISTRATION" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

                  "HOLDER" shall mean each Initial Purchaser, for so long as it
         owns any Registrable Certificates, and each of its successors, assigns
         and direct and indirect transferees who become owners of Registrable
         Certificates under the Designated Agreement; provided that for purposes
         of Sections 4 and 5 of this Agreement, the term "Holder" shall include
         Participating Broker-Dealers (as defined in Section 4(a)).

                  "INITIAL CERTIFICATES" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "INITIAL PURCHASERS" shall have the meaning set forth in the
         preamble.


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                  "INTEREST PERIOD" has the meaning specified in the Reference
         Agency Agreement dated as of January 30, 2003, among the Company, State
         Street Bank and Trust Company of Connecticut, National Association
         ("STATE STREET"), as Subordination Agent under the Intercreditor
         Agreement, State Street, as Loan Trustee (as defined in the
         Intercreditor Agreement), and State Street, as reference agent
         thereunder.

                  "MAJORITY HOLDERS" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Certificates;
         provided that whenever the consent or approval of Holders of a
         specified percentage of Registrable Certificates is required hereunder,
         Registrable Certificates held by the Company or any of its affiliates
         (as such term is defined in Rule 405 under the 1933 Act) (other than
         the Initial Purchasers or subsequent Holders of Registrable
         Certificates if such subsequent holders are deemed to be such
         affiliates solely by reason of their holding of such Registrable
         Certificates) shall not be counted in determining whether such consent
         or approval was given by the Holders of such required percentage or
         amount.

                  "MORGAN STANLEY" shall have the meaning set forth in the
         preamble.

                  "PERSON" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization,
         or a government or agency or political subdivision thereof.

                  "PROSPECTUS" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Certificates covered
         by a Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated by reference therein.

                  "PURCHASE AGREEMENT" shall have the meaning set forth in the
         second paragraph of this Agreement.

                  "REGISTRABLE CERTIFICATES" shall mean the Initial
         Certificates; provided, however, that the Initial Certificates shall
         cease to be Registrable Certificates upon the earliest to occur of (i)
         the consummation of the Exchange Offer, (ii) a Registration Statement
         with respect to such Initial Certificates having been declared
         effective under the 1933 Act and such Initial Certificates having been
         disposed of pursuant to such Registration Statement, (iii) such Initial
         Certificates having been sold to the public pursuant to Rule 144(k) (or
         any similar provision then in force, but not Rule 144A) under the 1933
         Act or (iv) such Initial Certificates having ceased to be outstanding.

                  "REGISTRATION EXPENSES" shall mean any and all expenses
         incident to performance of or compliance by the Company with this
         Agreement, including without limitation: (i) all SEC, stock exchange or
         National Association of Securities Dealers, Inc. registration and
         filing fees, (ii) all fees and expenses incurred in connection with
         compliance with state securities or blue sky laws (including reasonable
         fees and disbursements of counsel in connection with blue sky
         qualification of any of the


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         Exchange Certificates or Registrable Certificates), (iii) all expenses
         of any Persons in preparing or assisting in preparing, word processing,
         printing and distributing of any Registration Statement, any
         Prospectus, any amendments or supplements thereto, any underwriting
         agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) all rating agency fees, (v) all
         fees and disbursements relating to the qualification of the Designated
         Agreement under applicable securities laws, (vi) the fees and
         disbursements of the Trustee and its counsel, (vii) the fees and
         disbursements of counsel for the Company and, in the case of a Shelf
         Registration Statement, the fees and disbursements of one counsel for
         the Holders (which counsel shall be selected by the Majority Holders
         and which counsel may also be counsel for the Initial Purchasers) and
         (viii) the fees and disbursements of the independent public accountants
         of the Company, including the expenses of any special audits or "cold
         comfort" letters required by or incident to such performance and
         compliance, but excluding fees and expenses of counsel to the
         underwriters (other than fees and expenses set forth in clause (ii)
         above) or the Holders and underwriting discounts and commissions and
         transfer taxes, if any, relating to the sale or disposition of
         Registrable Certificates by a Holder.

                  "REGISTRATION STATEMENT" shall mean any registration statement
         of the Company that covers any of the Exchange Certificates or
         Registrable Certificates pursuant to the provisions of this Agreement
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "SHELF REGISTRATION" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall mean a "shelf"
         registration statement of the Company pursuant to the provisions of
         Section 2(b) of this Agreement which covers all of the Registrable
         Certificates (but no other securities unless approved by the Holders
         whose Registrable Certificates are covered by such Shelf Registration
         Statement) on an appropriate form under Rule 415 under the 1933 Act, or
         any similar rule that may be adopted by the SEC, and all amendments and
         supplements to such registration statement, including post-effective
         amendments, in each case including the Prospectus contained therein,
         all exhibits thereto and all material incorporated by reference
         therein.

                  "TIA" shall have the meaning set forth in Section 3(l) of this
         Agreement.

                  "TRUST SUPPLEMENT" shall have the meaning set forth in the
         third paragraph of this Agreement.

                  "TRUSTEE" shall have the meaning set forth in the preamble and
         shall also include the Trustee's successors.

                  "UNDERWRITERS" shall have the meaning set forth in Section 3
         hereof.


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                  "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall
         mean a registration under the 1933 Act in which Registrable
         Certificates are sold to an Underwriter for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a)      To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company shall use its
reasonable best efforts (i) to cause to be filed with the SEC an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Certificates for Exchange Certificates, (ii) to
have the Exchange Offer Registration Statement declared effective and (iii) to
have such Registration Statement remain effective until the closing of the
Exchange Offer. The Company shall commence the Exchange Offer promptly after the
Exchange Offer Registration Statement has been declared effective by the SEC and
use its reasonable best efforts to have the Exchange Offer consummated not later
than 60 days after such effective date. The Company shall, or shall cause the
Trustee to, commence the Exchange Offer by mailing the Exchange Offer Prospectus
and accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

                  (i)      that the Exchange Offer is being made pursuant to
         this Agreement and that all Registrable Certificates validly tendered
         will be accepted for exchange;

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 20 business days from the date such notice is
         mailed) (the "EXCHANGE DATE");

                  (iii)    that any Registrable Certificate not tendered will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                  (iv)     that Holders electing to have a Registrable
         Certificate exchanged pursuant to the Exchange Offer will be required
         to surrender such Registrable Certificate, together with the enclosed
         letters of transmittal, to the institution and at the address (located
         in the Borough of Manhattan, The City of New York) specified in the
         notice prior to the close of business on the last Exchange Date; and

                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the last Exchange
         Date, by sending to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Certificates
         delivered for exchange and a statement that such Holder is withdrawing
         his election to have such Certificates exchanged.

                  As soon as practicable after the last Exchange Date, the
Company shall or shall cause the Trustee to:

                  (i)      accept for exchange Registrable Certificates or
         portions thereof tendered and not validly withdrawn pursuant to the
         Exchange Offer; and


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                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Certificates or portions thereof so
         accepted for exchange by the Company and issue, and cause the Trustee
         to promptly authenticate and mail to each Holder, Exchange Certificates
         equal in principal amount to the principal amount of the Registrable
         Certificates surrendered by such Holder.

The Company shall use its reasonable best efforts to complete the Exchange Offer
as provided above and shall comply with the applicable requirements of the 1933
Act, the 1934 Act and other applicable laws, rules and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate applicable law
or any applicable interpretation of the Staff of the SEC. The Company shall
inform the Initial Purchasers of the names and addresses of the Holders to whom
the Exchange Offer is made, and the Initial Purchasers shall have the right,
subject to applicable law, to contact such Holders and otherwise facilitate the
tender of Registrable Certificates in the Exchange Offer.

                  Each Holder participating in the Exchange Offer shall be
required to represent to the Company at or prior to the consummation of the
Exchange Offer that (i) any Exchange Certificates received by such Holder will
be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the distribution
of the Initial Certificates or the Exchange Certificates within the meaning of
the 1933 Act, and (iii) such Holder is not an "affiliate," as defined in Rule
405 of the 1933 Act, of the Company or the Trustee, nor a broker-dealer
tendering Initial Certificates acquired directly from the Company or the Class G
Trust for its own account. If such Holder is a broker-dealer, it will be
required to represent that the Initial Certificates were acquired as a result of
market-making activities or other trading activities and that it will deliver a
prospectus in connection with any resale of such Exchange Certificates. Each
such Holder, whether or not it is a broker-dealer, shall also represent that it
is not acting on behalf of any person that could not truthfully make any of the
foregoing representations contained in this paragraph.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply (to
the extent applicable) solely with respect to Registrable Certificates held by
the Initial Purchasers or any Participating Broker-Dealers (as defined in
Section 4(a)) as provided in (and subject to) Section 2(b)(iii), and the Company
shall have no further obligation to register Initial Certificates (other than
such Registrable Certificates of the Initial Purchasers and Participating
Broker-Dealers) pursuant to Section 2(b) of this Agreement.

                  (b)      In the event that (i) the Company determines that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is not for any other reason
consummated by the 270th day from the Closing Date or (iii) the Exchange Offer
has been completed and in the opinion of counsel for the Initial Purchasers a
Registration Statement must be filed and a Prospectus must be delivered by the
Initial Purchasers in connection with any offering or sale of Registrable
Certificates, the Company shall use its reasonable best efforts to cause to be
filed as soon as practicable after such determination date or notice of such
opinion of


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counsel is given to the Company, as the case may be, a Shelf Registration
Statement providing for the sale by the Holders of all of the Registrable
Certificates (in the case of clause (i) above) or by the Initial Purchasers (in
the case of clause (iii) above) and to have such Shelf Registration Statement
declared effective by the SEC. In the event the Company is required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company shall use its reasonable
best efforts to file and have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all
Registrable Certificates and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Certificates held by the Initial
Purchasers after completion of the Exchange Offer. The Company agrees to use its
reasonable best efforts to keep the Shelf Registration Statement continuously
effective until the expiration of the period referred to in Rule 144(k) with
respect to the Registrable Certificates or such shorter period that will
terminate when all of the Registrable Certificates covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or may be freely sold pursuant to Rule 144(k) of the 1933 Act. The
Company further agrees to supplement or amend the Shelf Registration Statement
if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the 1933 Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder with respect to information
relating to such Holder, and to use its best efforts to cause any such amendment
to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable. The Company agrees to furnish to the Holders of
Registrable Certificates copies of any such supplement or amendment promptly
after its being used or filed with the SEC.

                  (c)      The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each
Holder shall pay all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder's Registrable
Certificates pursuant to the Shelf Registration Statement.

                  (d)      An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Certificates pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Shelf Registration Statement will be deemed not to have become effective during
the period of such interference until the offering of Registrable Certificates
pursuant to such Registration Statement may legally resume. In the event the
Exchange Offer is not consummated and the Shelf Registration Statement is not
declared effective on or prior to the 270th day (or, if such 270th day is not a
business day, the first business day thereafter) after the Closing Date, the
interest rate on the Initial Certificates will be increased by 0.25% per annum
until the Exchange Offer is consummated or the Shelf Registration Statement is
declared effective by the SEC. In the event that the Shelf Registration
Statement required to be effective pursuant to Section 2(b) hereof ceases to be
effective at any time during the period specified by Section 2(b) hereof for
more than 60 days, whether or not consecutive, during any 12-month period, the
interest rate borne by the Initial Certificates shall be increased by 0.25% per
annum from the 61st day of the applicable


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12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective.

                  (e)      Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company acknowledges that any failure by
the Company to comply with its obligations under Section 2(a) and Section 2(b)
hereof may result in material irreparable injury to each Initial Purchaser or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company's obligations under
Section 2(a) and Section 2(b) hereof.

                  3.       Registration Procedures.

                  In connection with the obligations of the Company with respect
to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof,
the Company shall as reasonably expeditiously as possible:

                  (a)      prepare and file with the SEC a Registration
         Statement on the appropriate form under the 1933 Act, which form (x)
         shall be selected by the Company, (y) shall, in the case of a Shelf
         Registration, be available for the sale of the Registrable Certificates
         by the selling Holders thereof and (z) shall comply as to form in all
         material respects with the requirements of the applicable form and
         include all financial statements required by the SEC to be filed
         therewith, and use its reasonable best efforts to cause such
         Registration Statement to become effective and remain effective in
         accordance with Section 2 hereof;

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to (x) keep such Registration Statement effective for the
         applicable period under this Agreement, (y) cause each Prospectus to be
         supplemented by any required prospectus supplement and, as so
         supplemented, to be filed pursuant to Rule 424 under the 1933 Act and
         (z) to keep each Prospectus current during the period described under
         Section 4(3) and Rule 174 under the 1933 Act that is applicable to
         transactions by brokers or dealers with respect to the Registrable
         Certificates or Exchange Certificates;

                  (c)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Certificates, to counsel for the Initial
         Purchasers, to counsel for the Holders and to each Underwriter of an
         Underwritten Offering of Registrable Certificates, if any, and each
         such Underwriter's counsel, without charge, as many copies of each
         Prospectus, including each preliminary Prospectus, and any amendment or
         supplement thereto and such other documents as such Holder or
         Underwriter may reasonably request, in order to facilitate the public
         sale or other disposition of the Registrable Certificates; and the
         Company consents to the use of such Prospectus and any amendment or
         supplement thereto in accordance with applicable law by each of the
         selling Holders of Registrable Certificates and any such Underwriters
         in connection with the offering and sale of the Registrable
         Certificates covered by and in the manner described in such Prospectus
         or any amendment or supplement thereto in accordance with applicable
         law;


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                  (d)      use its reasonable best efforts to register or
         qualify the Registrable Certificates under all applicable state
         securities or "blue sky" laws of such jurisdictions as any Holder of
         Registrable Certificates covered by a Registration Statement shall
         reasonably request in writing by the time the applicable Registration
         Statement is declared effective by the SEC, to cooperate with such
         Holders in connection with any filings required to be made with the
         National Association of Securities Dealers, Inc. and do any and all
         other acts and things which may be reasonably necessary or advisable to
         enable such Holder to consummate the disposition in each such
         jurisdiction of such Registrable Certificates owned by such Holder;
         provided, however, that the Company shall not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Section 3(d), (ii) file any general consent to service of
         process or (iii) subject itself to taxation in any such jurisdiction if
         it is not otherwise so subject;

                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Certificates, counsel for the Holders and counsel
         for the Initial Purchasers promptly and, if requested by any such
         Holder or counsel, confirm such advice in writing (i) when a Shelf
         Registration Statement has become effective and when any post-effective
         amendment thereto has been filed and becomes effective, (ii) of any
         request by the SEC or any state securities authority for amendments and
         supplements to a Shelf Registration Statement and Prospectus or for
         material additional information after the Shelf Registration Statement
         has become effective, (iii) of the issuance by the SEC or any state
         securities authority of any stop order suspending the effectiveness of
         a Shelf Registration Statement or the initiation of any proceedings for
         that purpose, (iv) if, between the effective date of a Shelf
         Registration Statement and the closing of any sale of Registrable
         Certificates covered thereby, the representations and warranties of the
         Company contained in any underwriting agreement, securities sales
         agreement or other similar agreement, if any, relating to the offering
         cease to be true and correct in all material respects or if the Company
         receives any notification with respect to the suspension of the
         qualification of the Registrable Certificates for sale in any
         jurisdiction or the initiation of any proceeding for such purpose, (v)
         of the happening of any event during the period a Shelf Registration
         Statement is effective which makes any statement made in such Shelf
         Registration Statement or the related Prospectus untrue in any material
         respect or which requires the making of any changes in such Shelf
         Registration Statement or Prospectus in order to make the statements
         therein (in the case of the Prospectus, in light of circumstances under
         which they were made) not misleading and (vi) of any determination by
         the Company that a post-effective amendment to a Shelf Registration
         Statement would be appropriate;

                  (f)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Certificates, without charge, at least one
         conformed copy of each Shelf Registration Statement and any
         post-effective amendment thereto (without documents incorporated
         therein by reference or exhibits thereto, unless requested);


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                  (h)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Certificates to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Certificates to be sold and not bearing any restrictive
         legends and enable such Registrable Certificates to be in such
         denominations (consistent with the provisions of the Designated
         Agreement) and registered in such names as the selling Holders may
         reasonably request at least two business days prior to the closing of
         any sale of Registrable Certificates;

                  (i)      in the case of a Shelf Registration, upon the
         occurrence of any event contemplated by Section 3(e)(v) hereof, use its
         best efforts to prepare and file with the SEC a supplement or
         post-effective amendment to a Shelf Registration Statement or the
         related Prospectus or any document incorporated therein by reference or
         file any other required document so that, as thereafter delivered to
         the purchasers of the Registrable Certificates, such Prospectus will
         not contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading. The Company
         agrees to notify the Holders to suspend use of the Prospectus as
         promptly as practicable after the occurrence of such an event, and the
         Holders hereby agree to suspend use of the Prospectus until the Company
         has amended or supplemented the Prospectus to correct such misstatement
         or omission;

                  (j)      within a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a Registration
         Statement or amendment or supplement to a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or a Prospectus after initial filing of a Registration Statement,
         provide copies of such document to the Initial Purchasers and their
         counsel (and, in the case of a Shelf Registration Statement, the
         Holders and their counsel) and make such of the representatives of the
         Company as shall be reasonably requested by the Initial Purchasers or
         their counsel (and, in the case of a Shelf Registration Statement, the
         Holders or their counsel) available for discussion of such document,
         and shall not at any time file or make any amendment to the
         Registration Statement, any Prospectus or any amendment of or
         supplement to a Registration Statement or a Prospectus or any document
         which is to be incorporated by reference into a Registration Statement
         or a Prospectus, of which the Initial Purchasers and their counsel
         (and, in the case of a Shelf Registration Statement, the Holders and
         their counsel) shall not have previously been advised and furnished a
         copy or to which the Initial Purchasers or their counsel (and, in the
         case of a Shelf Registration Statement, the Holders or their counsel)
         shall object;

                  (k)      obtain a CUSIP number for all Exchange Certificates
         or Registrable Certificates, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l)      cause the Designated Agreement to be qualified under
         the Trust Indenture Act of 1939, as amended (the "TIA"), in connection
         with the registration of the Exchange Certificates or Registrable
         Certificates, as the case may be, cooperate with the Trustee and the
         Holders to effect such changes to the Designated Agreement as may be
         required for the Designated Agreement to be so qualified in accordance
         with the terms of the TIA


                                       10

<PAGE>

         and execute, and use its best efforts to cause the Trustee to execute,
         all documents as may be required to effect such changes and all other
         forms and documents required to be filed with the SEC to enable the
         Designated Agreement to be so qualified in a timely manner;

                  (m)      in the case of a Shelf Registration, upon execution
         of customary confidentiality agreements reasonably satisfactory to the
         Company and its counsel make available for inspection by a
         representative of the Holders of the Registrable Certificates, any
         Underwriter participating in any disposition pursuant to such Shelf
         Registration Statement, and attorneys and accountants designated by the
         Holders, at reasonable times and in a reasonable manner, all financial
         and other records, pertinent documents and properties of the Company,
         and cause the respective officers, directors and employees of the
         Company to supply all information reasonably requested by any such
         representative, Underwriter, attorney or accountant in connection with
         a Shelf Registration Statement as shall be necessary to enable such
         persons to conduct a reasonable investigation within the meaning of
         Section 11 of the 1933 Act;

                  (n)      use its reasonable best efforts to cause the Exchange
         Certificates or Registrable Certificates, as the case may be, to be
         rated by two nationally recognized statistical rating organizations (as
         such term is defined in Rule 436(g)(2) under the 1933 Act);

                  (o)      if reasonably requested by any Holder of Registrable
         Certificates covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as soon as
         the Company has received notification of the matters to be incorporated
         in such filing;

                  (p)      in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the Registrable Certificates being sold) in order to expedite or
         facilitate the disposition of such Registrable Certificates including,
         but not limited to, an Underwritten Offering and in such connection,
         (i) to the extent possible, make such representations and warranties to
         the Holders and any Underwriters of such Registrable Certificates with
         respect to the business of the Company and its subsidiaries, the
         Registration Statement, Prospectus and documents incorporated by
         reference or deemed incorporated by reference therein, if any, in each
         case, in form, substance and scope as are customarily made by issuers
         to underwriters in underwritten offerings and confirm the same if and
         when requested, (ii) obtain opinions of counsel to the Company (which
         counsel and opinions, in form, scope and substance, shall be reasonably
         satisfactory to the Holders of a majority in principal amount of
         Registrable Certificates being sold and such Underwriters and their
         respective counsel) addressed to each selling Holder and Underwriter of
         Registrable Certificates, covering the matters customarily covered in
         opinions requested in underwritten offerings, (iii) obtain "cold
         comfort" letters from the independent certified public accountants of
         the Company (and, if necessary, any other certified public accountant
         of any subsidiary of the Company, or of any business acquired by the
         Company for which financial statements and financial data are or are
         required to


                                       11

<PAGE>

         be included in the Registration Statement) addressed to each selling
         Holder and Underwriter of Registrable Certificates, such letters to be
         in customary form and covering matters of the type customarily covered
         in "cold comfort" letters in connection with underwritten offerings,
         and (iv) deliver such documents and certificates as may be reasonably
         requested by the Holders of a majority in principal amount of the
         Registrable Certificates being sold or the Underwriters, and which are
         customarily delivered in underwritten offerings, to evidence the
         continued validity of the representations and warranties of the Company
         made pursuant to clause (i) above and to evidence compliance with any
         customary conditions contained in an underwriting agreement; and

                  In the case of a Shelf Registration Statement, the Company may
require each Holder of Registrable Certificates to furnish to the Company such
information regarding the Holder and the proposed distribution by such Holder of
such Registrable Certificates as the Company may from time to time reasonably
request in writing. The Company may exclude from such registration the
Registrable Certificates of any Holder who fails to furnish such information
within a reasonable time after receiving such request.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e)(v) hereof, such Holder will
forthwith discontinue disposition of Registrable Certificates pursuant to a
Shelf Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at the
Company's expense) all copies in its possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Certificates current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Certificates pursuant to a Registration Statement, the Company shall extend the
period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when
the Holders shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions.

                  The Holders of Registrable Certificates covered by a Shelf
Registration Statement who desire to do so may sell such Registrable
Certificates in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers (the
"UNDERWRITERS") that will administer the offering will be selected by the
Majority Holders of the Registrable Certificates included in such offering,
subject to the consent of the Company (which shall not be unreasonably
withheld).

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a)      The Staff of the SEC has taken the position that any
broker-dealer that receives Exchange Certificates for its own account in the
Exchange Offer in exchange for Initial Certificates that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
"PARTICIPATING BROKER-DEALER"), may be deemed to be an "underwriter" within the
meaning of the 1933 Act and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Certificates. No
Participating


                                       12

<PAGE>

Broker-Dealers other than the Initial Purchasers and persons who have obtained
the Company's prior written consent to act as a market-maker shall have any
rights as Participating Broker-Dealers under this Agreement.

                  The Company understands that it is the Staff's position that
if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Certificates, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Certificates owned by them, such Prospectus may be delivered
by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the 1933 Act in connection with resales of Exchange Certificates for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
1933 Act.

                  (b)      In light of Section 4(a) above, notwithstanding the
other provisions of this Agreement, the Company agrees that the provisions of
this Agreement as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers
or by one or more Participating Broker-Dealers, in each case as provided in
clause (ii) below, in order to expedite or facilitate the disposition of any
Exchange Certificates by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above; provided that:

                  (i)      the Company shall not be required to amend or
         supplement the Prospectus contained in the Exchange Offer Registration
         Statement, as would otherwise be contemplated by Section 3(i) of this
         Agreement, for a period exceeding 90 days after the last Exchange Date
         (as such period may be extended pursuant to the penultimate paragraph
         of Section 3 of this Agreement) and Participating Broker-Dealers shall
         not be authorized by the Company to deliver and shall not deliver such
         Prospectus after such period in connection with the resales
         contemplated by this Section 4; and

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Agreement to an Exchange Offer
         Registration, to the extent not required by the positions of the Staff
         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Company by the
         Initial Purchasers or with the reasonable request in writing to the
         Company by one or more broker-dealers who certify to the Initial
         Purchasers and the Company in writing that they anticipate that they
         will be Participating Broker-Dealers; and provided further that, in
         connection with such application of the Shelf Registration procedures
         set forth in Section 3 to an Exchange Offer Registration, the Company
         shall be obligated (x) to deal only with one entity representing the
         Participating Broker-Dealers, which shall be Morgan Stanley unless it
         elects not to act as such representative, (y) to pay the fees and
         expenses of only one counsel representing the Participating
         Broker-Dealers, which shall be counsel to the Initial Purchasers unless
         such counsel elects not to so act and (z) to cause to be delivered only
         one, if any, "cold comfort" letter with respect to the Prospectus in
         the form existing on the last Exchange Date and with respect to each
         subsequent amendment or supplement, if any, effected during the period
         specified in clause (i) above.


                                       13

<PAGE>

                  (c)      The Initial Purchasers shall have no liability to the
Company or any Holder with respect to any request that it may make pursuant to
Section 4(b) above.

                  5.       Indemnification and Contribution.

                  (a)      The Company agrees to indemnify and hold harmless the
Initial Purchasers, each Holder and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of either Section 15 of the
1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser or any Holder, from and against all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by the Initial Purchasers, any Holder or any
such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Certificates or
Registrable Certificates were registered under the 1933 Act, including all
documents incorporated therein by reference, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, or caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein in light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to the Initial Purchasers or any Holder furnished to
the Company in writing through Morgan Stanley or any selling Holder expressly
for use therein provided, however, that the foregoing indemnity agreement shall
not inure to the benefit of any Holder to the extent that any such losses,
claims, damages or liabilities result from the fact that such Holder sold
securities to a person to whom there was not sent or given by or on behalf of
such Holder (if required by law so to have been delivered) a copy of the final
Prospectus (in the case of any preliminary Prospectus) or a prospectus amendment
or supplement (in the case of any Prospectus) at or prior to the written
confirmation of the sale of the Registrable Certificates to such person if the
Company had previously furnished copies thereof to such Holder and such untrue
statement or omission or alleged untrue statement or omission was corrected in
such final Prospectus or prospectus amendment or supplement, nor shall this
indemnity agreement inure to the benefit of any Holder from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Registrable Certificates concerned if at the time of such purchase such Holder
had received written notice from the Company that the use of such Prospectus,
amendment, supplement or preliminary Prospectus was suspended as provided in the
penultimate paragraph of Section 3. In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, if
any, dealers and participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the 1933 Act
and the 1934 Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

                  (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Initial Purchasers and the other
selling Holders, and each of their respective directors, officers who sign the
Registration Statement and each Person, if any, who


                                       14

<PAGE>

controls the Company, any Initial Purchaser and any other selling Holder within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act
to the same extent as the foregoing indemnity from the Company to the Initial
Purchasers and the Holders, but only with reference to information relating to
such Holder furnished to the Company in writing by such Holder expressly for use
in any Registration Statement (or any amendment thereto) or any Prospectus (or
any amendment or supplement thereto).

                  (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which
indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above,
such Person (the "INDEMNIFIED PARTY") shall promptly notify the Person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable
fees and disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to any local counsel) for the Initial Purchaser and all
Persons, if any, who control any Initial Purchaser within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and
expenses of more than one separate firm (in addition to any local counsel) for
the Company, its directors, its officers who sign the Registration Statement and
each Person, if any, who controls the Company within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in
addition to any local counsel) for all Holders and Underwriters and all Persons,
if any, who control any Holders or Underwriters within the meaning of either
such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In such case involving the Initial Purchaser and Persons who
control the Initial Purchaser, such firm shall be designated in writing by
Morgan Stanley. In such case involving the Holders and such Persons who control
Holders, such firm shall be designated in writing by the Majority Holders. In
all other cases, such firm shall be designated by the Company. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent but, if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested in writing an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 90
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party for such
fees and expenses of counsel in accordance with such request prior to the date
of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending


                                       15

<PAGE>

or threatened proceeding in respect of which such indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.

                  (d)      If the indemnification provided for in paragraph (a)
or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
Company and the Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Holders and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Certificates of such Holder that were registered
pursuant to a Registration Statement.

                  (e)      The Company and each Holder agree that it would not
be just or equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other 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, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Certificates were sold by such Holder exceeds the amount of any
damages that such Holder 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 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

                  The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of the Initial Purchasers, any Holder or any Person controlling any Initial
Purchaser or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Certificates and (iv) any sale of Registrable Certificates pursuant to
a Shelf Registration Statement.


                                       16

<PAGE>

                  6.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company has not
entered into, and on or after the date of this Agreement will not enter into,
any agreement which is inconsistent with the rights granted to the Holders of
Registrable Certificates in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's other issued and outstanding securities under any such agreements.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless the Company has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Certificates affected by such amendment, modification,
supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions
of Section 5 hereof shall be effective as against any Holder of Registrable
Certificates unless consented to in writing by such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the
Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if
to the Company, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Designated Agreement.

                  (d)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Certificates in violation of the terms of the Purchase Agreement or the
Designated Agreement. If any transferee of any Holder shall acquire Registrable
Certificates, in any manner, whether by operation of law or otherwise, such
Registrable Certificates shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Certificates such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to


                                       17

<PAGE>

receive the benefits hereof. The Initial Purchasers (in their capacity as
Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by any other Holder to comply with, or any breach by any
other Holder of, any of the obligations of such other Holder under this
Agreement.

                  (e)      Purchases and Sales of Initial Certificates. The
Company shall not, and shall use its best efforts to cause its affiliates (as
defined in Rule 405 under the 1933 Act) to not, purchase and then resell or
otherwise transfer any Initial Certificates prior to the consummation of the
Exchange Offer or a Shelf Registration Statement being declared effective.

                  (f)      Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

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

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k)      Trustee. The Trustee shall take action as may be
reasonably requested by the Company in connection with the Company satisfying
its obligations arising under this Agreement.


                                       18

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.



                                       DELTA AIR LINES, INC.



                                     By:
                                        --------------------------------------
                                        Name:  James M. Whitehurst
                                        Title: Senior Vice President Finance,
                                               Treasury and Business Development



                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       not in its individual capacity but solely
                                       as Trustee



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

Confirmed and accepted as of
 the date first above written:

Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated

Acting severally on behalf of themselves and the several
Initial Purchasers named in Schedule I hereto.



MORGAN STANLEY & CO. INCORPORATED



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



MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED



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

<PAGE>

                                   SCHEDULE I
                                       TO
                          REGISTRATION RIGHTS AGREEMENT

Credit Lyonnais Securities (USA) Inc.
Deutsche Bank Securities Inc.
ING Financial Markets LLC
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
U.S. Bancorp Piper Jaffray Inc.