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                                                                     EXHIBIT 4.6

(MULTICURRENCY -- CROSS BORDER)

                                     ISDA(R)

                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          dated as of January 30, 2003

                                     between

Merrill Lynch Capital Services, Inc.  and U.S. Bank Trust National Association

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows: --

1.       INTERPRETATION.

(a)      DEFINITIONS. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement.

(b)      INCONSISTENCY. In the event of any inconsistency between the provisions
of the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)      SINGLE AGREEMENT. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

        Copyright(C)1992 by International Swap Dealers Association, Inc.

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2.       OBLIGATIONS.

(a)      GENERAL CONDITIONS.

         (i)      Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement.

         (ii)     Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency. Where settlement is by delivery (that is, other
         than by payment), such delivery will be made for receipt on the due
         date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.

         (iii)    Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been effectively
         designated and (3) each other applicable condition precedent specified
         in this Agreement.

(b)      CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      NETTING. If on any date amounts would otherwise be payable:--

         (i)      in the same currency; and

         (ii)     in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

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(d)      DEDUCTION OR WITHHOLDING FOR TAX.

         (i)      GROSS-UP. All payments under this Agreement will be made
         without any deduction or withholding for or on account of any Tax
         unless such deduction or withholding is required by any applicable law,
         as modified by the practice of any relevant governmental revenue
         authority, then in effect. If a party is so required to deduct or
         withhold, then that party ("X") will:--

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d)) promptly upon the earlier of determining that
            such deduction or withholding is required or receiving notice that
            such amount has been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified copy),
            or other documentation reasonably acceptable to Y, evidencing such
            payment to such authorities; and

            (4) if such Tax is an indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that it would not be required to be paid but for:--

                  (A)      the failure by Y to comply with or perform any
                  agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B)      the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.

         (ii)     LIABILITY. If:--

            (1) X is required by any applicable law, as modified by the practice
            of any relevant governmental revenue authority, to make any
            deduction or withholding in respect of which X would not be required
            to pay an additional amount to Y under Section 2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly against
            X,

         then, except to the extent Y has satisfied or then satisfies the
         liability resulting from such Tax, Y will promptly pay to X the amount
         of such liability (including any related liability

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                                       3

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         for interest, but including any related liability for penalties only if
         Y has failed to comply with or perform any agreement contained in
         Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)      DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)      BASIC REPRESENTATIONS.

         (i)      STATUS. It is duly organised and validly existing under the
         laws of the jurisdiction of its organisation or incorporation and, if
         relevant under such laws, in good standing;

         (ii)     POWERS. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it has
         under any Credit Support Document to which it is a party and has taken
         all necessary action to authorise such execution, delivery and
         performance;

         (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment of
         any court or other agency of government applicable to it or any of its
         assets or any contractual restriction binding on or affecting it or any
         of its assets;

         (iv)     CONSENTS. All governmental and other consents that are
         required to have been obtained by it with respect to this Agreement or
         any Credit Support Document to which it is a party have been obtained
         and are in full force and effect and all conditions of any such
         consents have been complied with; and

         (v)      OBLIGATIONS BINDING. Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganisation, insolvency, moratorium or similar laws affecting
         creditors' rights

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         generally and subject, as to enforceability, to equitable principles of
         general application (regardless of whether enforcement is sought in a
         proceeding in equity or at law)).

(b)      ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      ABSENCE OF LITIGATION. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      PAYER TAX REPRESENTATION. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)      PAYEE TAX REPRESENTATIONS. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      FURNISH SPECIFIED INFORMATION. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

         (i)      any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)     any other documents specified in the Schedule or any
         Confirmation; and

         (iii)    upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long as
         the completion, execution or submission of such form or document would
         not materially prejudice the legal or commercial position of the party
         in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such

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                                       5

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         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

(c)      COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      TAX AGREEMENT. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organised, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      EVENTS OF DEFAULT. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

         (i)      FAILURE TO PAY OR DELIVER. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section 2(a)(i)
         or 2(e) required to be made by it if such failure is not remedied on or
         before the third Local Business Day after notice of such failure is
         given to the party;

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

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         (iii)    CREDIT SUPPORT DEFAULT.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any applicable
            grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document or
            the failing or ceasing of such Credit Support Document to be in full
            force and effect for the purpose of this Agreement (in either case
            other than in accordance with its terms) prior to the satisfaction
            of all obligations of such party under each Transaction to which
            such Credit Support Document relates without the written consent of
            the other party; or

            (3) the party or such Credit Support Provider disaffirms, disclaims,
            repudiates or rejects, in whole or in part, or challenges the
            validity of, such Credit Support Document;

         (iv)     MISREPRESENTATION. A representation (other than a
         representation under Section 3(e) or (f)) made or repeated or deemed to
         have been made or repeated by the party or any Credit Support Provider
         of such party in this Agreement or any Credit Support Document proves
         to have been incorrect or misleading in any material respect when made
         or repeated or deemed to have been made or repeated;

         (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after giving
         effect to any applicable notice requirement or grace period, there
         occurs a liquidation of, an acceleration of obligations under, or an
         early termination of, that Specified Transaction, (2) defaults, after
         giving effect to any applicable notice requirement or grace period, in
         making any payment or delivery due on the last payment, delivery or
         exchange date of, or any payment on early termination of, a Specified
         Transaction (or such default continues for at least three Local
         Business Days if there is no applicable notice requirement or grace
         period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
         or in part, a Specified Transaction (or such action is taken by any
         person or entity appointed or empowered to operate it or act on its
         behalf);

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the Schedule
         as applying to the party, the occurrence or existence of (1) a default,
         event of default or other similar condition or event (however
         described) in respect of such party, any Credit Support Provider of
         such party or any applicable Specified Entity of such party under one
         or more agreements or instruments relating to Specified Indebtedness of
         any of them (individually or collectively) in an aggregate amount of
         not less than the applicable Threshold Amount (as specified in the
         Schedule) which has resulted in such Specified Indebtedness becoming,
         or becoming capable at such time of being declared, due and payable
         under such agreements or instruments, before it would otherwise have
         been due and payable or (2) a default by such party, such Credit
         Support Provider or such Specified Entity (individually or
         collectively) in making one or more payments on the due date thereof in
         an aggregate amount of not less than the applicable Threshold Amount
         under such

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         agreements or instruments (after giving effect to any applicable notice
         requirement or grace period);

         (vii)    BANKRUPTCY. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party: --

                  (1) is dissolved (other than pursuant to a consolidation,
                  amalgamation or merger); (2) becomes insolvent or is unable to
                  pay its debts or fails or admits in writing its inability
                  generally to pay its debts as they become due; (3) makes a
                  general assignment, arrangement or composition with or for the
                  benefit of its creditors; (4) institutes or has instituted
                  against it a proceeding seeking a judgment of insolvency or
                  bankruptcy or any other relief under any bankruptcy or
                  insolvency law or other similar law affecting creditors'
                  rights, or a petition is presented for its winding-up or
                  liquidation, and, in the case of any such proceeding or
                  petition instituted or presented against it, such proceeding
                  or petition (A) results in a judgment of insolvency or
                  bankruptcy or the entry of an order for relief or the making
                  of an order for its winding-up or liquidation or (B) is not
                  dismissed, discharged, stayed or restrained in each case
                  within 30 days of the institution or presentation thereof; (5)
                  has a resolution passed for its winding-up, official
                  management or liquidation (other than pursuant to a
                  consolidation, amalgamation or merger); (6) seeks or becomes
                  subject to the appointment of an administrator, provisional
                  liquidator, conservator, receiver, trustee, custodian or other
                  similar official for it or for all or substantially all its
                  assets; (7) has a secured party take possession of all or
                  substantially all its assets or has a distress, execution,
                  attachment, sequestration or other legal process levied,
                  enforced or sued on or against all or substantially all its
                  assets and such secured party maintains possession, or any
                  such process is not dismissed, discharged, stayed or
                  restrained, in each case within 30 days thereafter; (8) causes
                  or is subject to any event with respect to it which, under the
                  applicable laws of any jurisdiction, has an analogous effect
                  to any of the events specified in clauses (1) to (7)
                  (inclusive); or (9) takes any action in furtherance of, or
                  indicating its consent to, approval of, or acquiescence in,
                  any of the foregoing acts; or

         (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges with
         or into, or transfers all or substantially all its assets to, another
         entity and, at the time of such consolidation, amalgamation, merger or
         transfer:--

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

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(b)      TERMINATION EVENTS. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent jurisdiction
         of any applicable law after such date, it becomes unlawful (other than
         as a result of a breach by the party of Section 4(b)) for such party
         (which will be the Affected Party): --

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party to
            perform, any contingent or other obligation which the party (or such
            Credit Support Provider) has under any Credit Support Document
            relating to such Transaction;

         (ii)     TAX EVENT. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (1) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
         or (B));

         (iii)    TAX EVENT UPON MERGER. The party (the "Burdened Party") on the
         next succeeding Scheduled Payment Date will either (1) be required to
         pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax in
         respect of which the other party is not required to pay an additional
         amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in
         either case as a result of a party consolidating or amalgamating with,
         or merging with or into, or transferring all or substantially all its
         assets to, another entity (which will be the Affected Party) where such
         action does not constitute an event described in Section 5(a)(viii);

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         (iv)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or

         (v)      ADDITIONAL TERMINATION EVENT. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party or
         Affected Parties shall be as specified for such Additional Termination
         Event in the Schedule or such Confirmation).

(c)      EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.

6. EARLY TERMINATION

(a)      RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

(b)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)     TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality
         under Section 5(b)(i)(1) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition to
         its right to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such party
         to incur a loss, excluding immaterial, incidental expenses) to transfer
         within 20 days after it gives

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         notice under Section 6(b)(i) all its rights and obligations under this
         Agreement in respect of the Affected Transactions to another of its
         Offices or Affiliates so that such Termination Event ceases to exist.

         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)    TWO AFFECTED PARTIES. If an Illegality under Section
         5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within 30
         days after notice thereof is given under Section 6(b)(i) on action to
         avoid that Termination Event.

         (iv)     RIGHT TO TERMINATE. If:--

            (1) a transfer under Section 6(b)(ii) or an agreement under Section
            6(b)(iii), as the case may be, has not been effected with respect to
            all Affected Transactions within 30 days after an Affected Party
            gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day such
         notice is effective as an Early Termination Date in respect of all
         Affected Transactions.

(c)      EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the Terminated Transactions will be
         required to be made, but without prejudice to the other provisions of
         this Agreement. The amount, if any, payable in respect of an Early
         Termination Date shall be determined pursuant to Section 6(e).

                                                                    ISDA(R) 1992

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(d)      CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and will
         provide to the other party a statement (1) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is to
         be paid. In the absence of written confirmation from the source of a
         quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days after
         the day on which notice of the amount payable is effective (in the case
         of an Early Termination Date which is designated as a result of a
         Termination Event). Such amount will be paid together with (to the
         extent permitted under applicable law) interest thereon (before as well
         as after judgment) in the Termination Currency, from (and including)
         the relevant Early Termination Date to (but excluding) the date such
         amount is paid, at the Applicable Rate. Such interest will be
         calculated on the basis of daily compounding and the actual number of
         days elapsed.

(e)      PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination Date results from
         an Event of Default:--

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent of
            the Unpaid Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a positive
            number, the Non-defaulting Party's Loss in respect of this
            Agreement.

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<PAGE>

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the Termination
            Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party less (B) the Termination Currency Equivalent of
            the Unpaid Amounts owing to the Defaulting Party. If that amount is
            a positive number, the Defaulting Party will pay it to the
            Non-defaulting Party; if it is a negative number, the Non-defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

            (4) Second Method and Loss. If the Second Method and Loss apply, an
            amount will be payable equal to the Non-defaulting Party's Loss in
            respect of this Agreement. If that amount is a positive number, the
            Defaulting Party will pay it to the Non-defaulting Party; if it is a
            negative number, the Non-defaulting Party will pay the absolute
            value of that amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results from
         a Termination Event:--

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3), if
            Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
            except that, in either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be references to the
            Affected Party and the party which is not the Affected Party,
            respectively, and, if Loss applies and fewer than all the
            Transactions are being terminated, Loss shall be calculated in
            respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties:--

                (A)      if Market Quotation applies, each party will determine
                a Settlement Amount in respect of the Terminated Transactions,
                and an amount will be payable equal to (I) the sum of (a)
                one-half of the difference between the Settlement Amount of the
                party with the higher Settlement Amount ("X") and the Settlement
                Amount of the party with the lower Settlement Amount ("Y") and
                (b) the Termination Currency Equivalent of the Unpaid Amounts
                owing to X less (II) the Termination Currency Equivalent of the
                Unpaid Amounts owing to Y; and

                (B)      if Loss applies, each party will determine its Loss in
                respect of this Agreement (or, if fewer than all the
                Transactions are being terminated, in respect of all
                Terminated Transactions) and an amount will be payable equal
                to one-half of the difference between the Loss of the party
                with the higher Loss ("X") and the Loss of the party with the
                lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount

                                                                    ISDA(R) 1992

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<PAGE>

         determined under this Section 6(e) will be subject to such adjustments
         as are appropriate and permitted by law to reflect any payments or
         deliveries made by one party to the other under this Agreement (and
         retained by such other party) during the period from the relevant Early
         Termination Date to the date for payment determined under Section
         6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that: --

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       CONTRACTUAL CURRENCY

(a)      PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      JUDGMENTS. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to

                                                                    ISDA(R) 1992

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<PAGE>

any early termination in respect of this Agreement or (iii) in respect of a
judgment or order of another court for the payment of any amount described in
(i) or (ii) above, the party seeking recovery, after recovery in full of the
aggregate amount to which such party is entitled pursuant to the judgment or
order, will be entitled to receive immediately from the other party the amount
of any shortfall of the Contractual Currency received by such party as a
consequence of sums paid in such other currency and will refund promptly to the
other party any excess of the Contractual Currency received by such party as a
consequence of sums paid in such other currency if such shortfall or such excess
arises or results from any variation between the rate of exchange at which the
Contractual Currency is converted into the currency of the judgment or order for
the purposes of such judgment or order and the rate of exchange at which such
party is able, acting in a reasonable manner and in good faith in converting the
currency received into the Contractual Currency, to purchase the Contractual
Currency with the amount of the currency of the judgment or order actually
received by such party. The term "rate of exchange" includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.

(c)      SEPARATE INDEMNITIES. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      EVIDENCE OF LOSS. For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.       MISCELLANEOUS

(a)      ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

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<PAGE>

(e)      COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement. The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any

                                                                    ISDA(R) 1992

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<PAGE>

Credit Support Document to which the Defaulting Party is a party or by reason of
the early termination of any Transaction, including, but not limited to, costs
of collection.

12.      NOTICES

(a)      EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report generated
         by the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)      CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      JURISDICTION. With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan in
         New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

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<PAGE>

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)      WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

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<PAGE>

"APPLICABLE RATE" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"BURDENED PARTY" has the meaning specified in Section 5(b).

"CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"CONSENT" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or

                                                                    ISDA(R) 1992

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<PAGE>

having or having had a permanent establishment or fixed place of business in
such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document).

"LAW" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"LAWFUL" and "UNLAWFUL" will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether

                                                                    ISDA(R) 1992

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<PAGE>

the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date. For this purpose, Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be subject
to such documentation as such party and the Reference Market-maker may, in good
faith, agree. The party making the determination (or its agent) will request
each Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time zones)
on or as soon as reasonably practicable after the relevant Early Termination
Date. The day and time as of which those quotations are to be obtained will be
selected in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be
the arithmetic mean of the quotations, without regard to the quotations having
the highest and lowest values. If exactly three such quotations are provided,
the Market Quotation will be the quotation remaining after disregarding the
highest and lowest quotations. For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it will be deemed that
the Market Quotation in respect of such Terminated Transaction or group of
Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"OFFICE" means a branch or office of a party, which may be such party's head or
home office.

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

                                                                    ISDA(R) 1992

                                       21

<PAGE>

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of: --

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meanings specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"STAMP TAX" means any stamp, registration, documentation or similar tax.

"TAX" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"TAX EVENT" has the meaning specified in Section 5(b).

"TAX EVENT UPON MERGER" has the meaning specified in Section 5(b).

                                                                    ISDA(R) 1992

                                       22

<PAGE>

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION CURRENCY" has the meaning specified in the Schedule.

"TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the

                                                                    ISDA(R) 1992

                                       23

<PAGE>

Termination Currency Equivalents of the fair market values reasonably determined
by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

Merrill Lynch Capital Services, Inc.    U.S. Bank Trust National Association
                                        in its capacity as Subordination Agent
                                        on behalf of the Trustee under the Class
                                        G Trust Agreement

By: ________________________________    By: _______________________________
    Name:                                   Name:
    Title:                                  Title:

                                                                    ISDA(R) 1992

                                       24

<PAGE>

(MULTICURRENCY - CROSS BORDER)

                                     ISDA(R)

              International Swaps and Derivatives Association, Inc.

                                    SCHEDULE
                                     to the
                                MASTER AGREEMENT

                          dated as of January 30, 2003

                                     between

MERRILL LYNCH CAPITAL SERVICES, INC. and   U.S. BANK TRUST NATIONAL ASSOCIATION,
a corporation organized under the          a national banking association, in
laws of the State of Delaware              its capacity as Subordination Agent
                                           on behalf of the Trustee under the
           ("PARTY A")                     Pass Through Trust Agreement dated
                                           as of November 16, 2000 between
                                           State Street Bank and Trust Company
                                           of Connecticut, National
                                           Association, and Delta Air Lines,
                                           Inc., as supplemented by the Trust
                                           Supplement No. 2003-1G dated as of
                                           January 30, 2003

                                                      ("PARTY B")

                                     PART 1
                             TERMINATION PROVISIONS

(a)      SPECIFIED ENTITY. None.

(b)      SPECIFIED TRANSACTION. Specified Transaction will have the meaning
         specified in Section 14.

(c)      EVENTS OF DEFAULT. The "Events of Default" set forth in Section 5(a)
         will not apply to Party B but will apply to Party A (subject to clause
         (d) below).

(d)      CROSS DEFAULT. The "Cross Default" provision of Section 5(a)(vi) will
         not apply.

(e)      TERMINATION EVENTS. The "Illegality" provisions of Section 5(b)(i), the
         "Tax Event" provisions of Section 5(b)(ii), the "Tax Event Upon Merger"
         provisions of Section 5(b)(iii) and the "Credit Event Upon Merger"
         provisions of Section 5(b)(iv) (as amended below) will apply to Party A
         but will not apply to Party B. Party A shall be the sole Affected Party
         (under Section 5(b)(i), (ii) and 5(b)(iv)) and the sole Burdened Party
         (under Section 5(b)(iii)) with respect to a Termination Event.

(f)      CREDIT EVENT UPON MERGER. The "Credit Event Upon Merger" provisions in
         Section 5(b)(iv) are hereby amended by: (I) deleting in the fourth line
         thereof the words "another entity" and replacing them with the words
         "or reorganizes, incorporates, reincorporates, reconstitutes, or
         reforms into or as, or receives all or substantially all of the assets
         and/or liabilities or obligations of, another entity or X, such Credit
         Support Provider, or such Specified Entity, as the case may

                                                                    ISDA(R) 1992

                                       25

<PAGE>

         be, effects a recapitalization, liquidating dividend, leveraged
         buy-out, other similar highly-leveraged transaction, or stock buy-back
         or similar call on equity,"; (II) deleting in the fifth line thereof
         the words "the resulting, surviving or transferee" and replacing them
         with the words "X, such Credit Support Provider, or such Specified
         Entity, as the case may be, or any resulting, surviving, transferee,
         reorganized, reconstituted, reformed, or recapitalized"; and (III)
         deleting in the seventh line thereof the words "its successor or
         transferee" and replacing them with the words "any resulting,
         surviving, transferee, reorganized, reconstituted, reformed, or
         recapitalized entity".

(g)      AUTOMATIC EARLY TERMINATION. The "Automatic Early Termination"
         provision of Section 6(a) will not apply.

(h)      RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. Sections 6(b)(ii)-(iv)
         are deleted in their entirety and replaced by the following:

         "(ii) REPLACEMENT ON TERMINATION EVENT. Upon the occurrence of a
         Termination Event (other than an Additional Termination Event) with
         respect to Party A, Party A shall have the right within 20 days of the
         date of such Termination Event, at its own expense, to arrange for one
         or more Replacement Above-Cap Liquidity Providers to enter into and
         deliver to Party B a Replacement Above-Cap Liquidity Facility for such
         Above-Cap Liquidity Facility. If Party A does not arrange for such
         replacement and if the Above-Cap Liquidity Facility has not otherwise
         been replaced by Delta Air Lines, Inc. (at the expense of Delta Air
         Lines, Inc.) in accordance with the terms of Section 3.06(c)(ii) of the
         Intercreditor Agreement, such 20th day (or if such 20th day is not a
         Business Day, the next succeeding Business Day) shall be deemed to be
         an "Early Termination Date" and Party A shall make a termination
         payment to Party B in accordance with Part 1(j) of this Schedule. For
         the avoidance of doubt, Party B shall have no right to designate an
         Early Termination Date following the occurrence of any Termination
         Event.

(i)      CALCULATIONS. The "Payment Date" provisions in Section 6(d)(ii) are
         deleted in their entirety and replaced by the following:

         "The Termination Amount calculated as being due in respect of any Early
         Termination Date under Section 6(e) will be payable on such Early
         Termination Date."

(j)      PAYMENTS ON EARLY TERMINATION. Section 6(e) is deleted in its entirety
         and replaced with the following:

         "Upon the occurrence or designation of an Early Termination Date with
         respect to the Transaction evidenced by the Confirmation, Party A shall
         make a termination payment to Party B on the Early Termination Date and
         in an amount equal to the "Termination Amount" for the Early
         Termination Date for credit to the Above-Cap Reserve Account (as
         provided in Section 3.06(f) of the Intercreditor Agreement) to be
         applied as set forth in said Section 3.06(f) plus all Unpaid Amounts
         due and payable by Party A under the Confirmation on or prior to the
         Early Termination Date and upon such payments the Transaction evidenced
         by the Confirmation shall terminate. "Termination Amount" means, for
         any Early Termination Date, the amount obtained by solving the
         following formula for TA:

         TA = (20% per annum - CR) x N x F

         where

         CR = the Cap Rate designated in the Confirmation

         N = the Notional Amount for such date

         F = 1.528

         For the avoidance of doubt, the Termination Amount shall not exceed US$
49,362,952.98 at any time."

(k)      TERMINATION CURRENCY. "Termination Currency" means United States
         Dollars.

                                                                    ISDA(R) 1992

                                       26

<PAGE>

(l)      ADDITIONAL TERMINATION EVENT. Additional Termination Event will apply
         solely as specified in the Confirmation.

(m)      LIMITATIONS ON CONDITIONS PRECEDENT. Notwithstanding Section 2(a), the
         obligation of Party A to make each payment specified in the
         Confirmation, so long as it shall remain in effect, shall not be
         subject to any conditions precedent, and, without limiting the
         foregoing, Party A agrees that it will make each such payment without
         offset, counterclaim or defense.

                                     PART 2
                               TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e), Party A and
         Party B each make the following representation:

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e) or
         6(e)) to be made by it to the other party under this Agreement. In
         making this representation, it may rely on:

         (i)      the accuracy of any representation made by the other party
                  pursuant to Section 3(f);

         (ii)     the satisfaction of the agreement of the other party contained
                  in Section 4(a)(i) or 4(a)(iii) and the accuracy and
                  effectiveness of any document provided by the other party
                  pursuant to Section 4(a)(i) or 4(a)(iii); and

         (iii)    the satisfaction of the agreement of the other party contained
         in Section 4(d); provided that it shall not be a breach of this
         representation where reliance is placed on clause (ii), and the other
         party does not deliver a form or document under Section 4(a)(iii) by
         reason of material prejudice to its legal or commercial position.

(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f),

         (i)      Party A represents that it is a corporation organized under
                  the laws of the State of Delaware.

         (ii)     Party B represents that it is a national banking association
                  organized under the laws of the United States.

                                     PART 3
                         AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a)(ii) of this Agreement, each party agrees to
deliver the following documents, as applicable:

<TABLE>
<CAPTION>
                                                                                                        COVERED
PARTY REQUIRED TO                      FORM/DOCUMENT/                DATE BY WHICH TO BE             BY SECTION 3(d)
DELIVER DOCUMENTS                       CERTIFICATE                       DELIVERED                  REPRESENTATION
<S>                          <C>                                  <C>                                <C>
Party A and Party B          Evidence reasonably satisfactory     Upon execution of this                   Yes
                             to the other party as to the         Agreement and the related
                             names, true signatures and           Confirmation
                             authority of the officer or
                             officials signing this Agreement
                             or the Confirmation on its behalf
</TABLE>

                                                                    ISDA(R) 1992

                                       27

<PAGE>

<TABLE>
<S>                          <C>                                  <C>                                <C>
Party A                      A copy of the annual report for      Upon request, as soon as                 Yes
                             Party A containing audited and       publicly available
                             certified financial statements
                             for the most recently ended
                             financial year

Party A                      Opinions of counsel to Party A       Upon execution of this Agreement          No
                             and its Credit Support Provider
                             reasonably satisfactory in form
                             and substance to Party B with
                             respect to this Agreement and the
                             Credit Support Document specified
                             in Part 4(e)

Party B                      Certified copies of all documents    Upon execution of this Agreement         Yes
                             evidencing the necessary
                             corporate authorizations and
                             approvals with respect to the
                             execution, delivery, and
                             performance of derivatives
                             transactions

Party A                      Correct, complete and executed       Upon execution of this             Not applicable
                             U.S. Internal Revenue Form W-9 or    Agreement, upon the appointment
                             any successor thereto                of a successor Subordination
                                                                  Agent, and at any time upon
                                                                  reasonable request by Party B

Party B                      Correct, complete and executed       Upon execution of this             Not applicable
                             U.S. Internal Revenue Form W-9 or    Agreement, upon the appointment
                             any successor thereto                of a successor Subordination
                                                                  Agent, and at any time upon
                                                                  reasonable request by Party A

Party A                      Credit Support Document specified    Upon execution of this Agreement         Yes
                             in Part 4(e)
</TABLE>

                                     PART 4
                                  MISCELLANEOUS

(a)      ADDRESSES FOR NOTICES. For the purpose of Section 12(a):

         (i)      Address for notices or communications to Party A:
                  Address:          Merrill Lynch Capital Services, Inc.
                                    Merrill Lynch World Headquarters
                                    4 World Financial Center
                                    New York, New York 10080
                  Attention:        Swap Group
                  Facsimile:        (646) 805-0218
                  Telephone:        (212) 449-7403

                                                                    ISDA(R) 1992

                                       28

<PAGE>

         Additionally, a copy of all notices pursuant to Sections 5, 6 and 7 as
         well as any changes to Party B's address, telephone number or facsimile
         number shall be sent to:

                  Address:          GMI Counsel
                                    Merrill Lynch World Headquarters
                                    4 World Financial Center - 12th Floor
                                    New York, New York 10080
                  Attention:        Swap Legal
                  Facsimile:        (212) 449-6993

         (ii)     Address for notices or communications to Party B:

                  Address:          U.S. Bank Trust National Association
                                    225 Asylum Street
                                    Goodwin Square
                                    Hartford, Connecticut 06103
                  Attention:        Corporate Trust Division
                  Telephone:        (860) 244-1844
                  Facsimile:        (860) 244-1881

(b)      OFFICES. The provisions of Section 10(a) will apply to this Agreement.

(c)      MULTIBRANCH PARTY. For the purpose of Section 10(c):

         Party A is not a Multibranch Party.
         Party B is not a Multibranch Party.

(d)      CALCULATION AGENT. The Calculation Agent is Party A, provided that if
         Party B disagrees with respect to any calculation or determination,
         Party A and Party B each will appoint an independent Reference
         Market-maker, and such two Reference Market-makers jointly will appoint
         a third Reference Market-maker. Such three Reference Market-makers
         jointly will make such calculation or determination (acting as experts
         and not as arbitrators), whose calculation or determination will be
         binding and conclusive absent manifest error. Party A shall assume the
         expense associated with such calculation or determination. In addition,
         if an Event of Default with respect to Party A has occurred and is
         continuing, Party B may appoint one of the following five entities as
         Calculation Agent: JP Morgan Chase, UBS AG, Bank of America, N.A.,
         Deutsche Bank AG or Citibank, N.A.

(e)      CREDIT SUPPORT DOCUMENTS. Party A shall deliver an unconditional and
         irrevocable guarantee dated as of January 30, 2003 from Merrill Lynch &
         Co., Inc. in favor of Party A and such guarantee shall be a Credit
         Support Document with respect to Party A.
         With respect to Party B: None.

(f)      CREDIT SUPPORT PROVIDER.
         Credit Support Provider means in relation to Party A: Merrill Lynch &
         Co., Inc.
         Credit Support Provider means in relation to Party B: None.

(g)      GOVERNING LAW. This Agreement and each Confirmation will be governed by
         and construed in accordance with the laws of the State of New York.

(h)      NETTING OF PAYMENTS. The Netting provision set forth in Section 2(c)
         will not apply to any Transaction.

(i)      AFFILIATE. Affiliate will have the meaning specified in Section 14.

(j)      COVERED TRANSACTION. The Transaction evidenced by the Confirmation
         dated the date of this Agreement (Reference Number: 03DL00985) will
         constitute the only Transaction and Confirmation supplementing, forming
         part of, and subject to, this Agreement.

                                                                    ISDA(R) 1992

                                       29

<PAGE>

                                     PART 5
                                OTHER PROVISIONS

(a)      DEFINITIONS. This Agreement and the Transaction between the parties are
subject to the 2000 ISDA Definitions and Annex to the 2000 ISDA Definitions
(June 2000 Version) as published by the International Swaps and Derivatives
Association, Inc. (collectively, the "Definitions"), and will be governed in all
relevant respects by the provisions set forth in the Definitions, without regard
to any amendment to the Definitions subsequent to the date hereof. The
provisions of the Definitions are incorporated by reference in and shall be
deemed a part of this Agreement, except that references in the Definitions to a
"Swap Transaction" shall be deemed references to a "Transaction" for purposes of
this Agreement. In the event of any inconsistency between the provisions of this
Agreement and the Definitions, this Agreement will prevail. "Intercreditor
Agreement" as used in this Agreement shall mean the Intercreditor Agreement
dated as of January 30, 2003 among U.S. Bank Trust National Association, as
Trustee under the Delta Air Lines Pass Through Trust 2003-1G, Delta Air Lines
Pass Through Trust 2003-1C, and Delta Air Lines Pass Through Trust 2003-1D,
Landesbank Baden-Wurttemberg, as Primary Liquidity Provider, Party A as
Above-Cap Liquidity Provider, Party B as Subordination Agent, and Ambac
Assurance Corporation as Policy Provider. Capitalized terms used and not defined
herein, the Confirmation, or the Definitions shall have the meanings set forth
in the Intercreditor Agreement, as amended or modified from time to time in
accordance with the terms thereof.

(b)      NO RELIANCE. Party A and Party B each represent to the other that it is
entering into this Agreement and will enter into each Transaction in reliance
upon such tax, accounting, regulatory, legal, and financial advice as it deems
necessary and not upon any view expressed by the other.

(c)      WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHT TO
JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR THE TRANSACTION.

(d)      NON-PETITION. Party A agrees that it will not, prior to the date that
is one year and one day following the final payment of the Certificates (as
defined in the Intercreditor Agreement), acquiesce, petition or otherwise invoke
or cause, or join in invoking or causing, Party B or any other person or entity
to invoke the process of any governmental authority for the purpose of
commencing or sustaining a case (whether voluntary or involuntary) against Party
B under any bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of Party B or any substantial part of its property or ordering the winding-up or
liquidation of the affairs of Party B.

(e)      WAIVER OF RIGHT OF SET-OFF. Notwithstanding any provision of this
Agreement, the Confirmation or any other existing or future agreement between
the parties hereto, each party irrevocably waives any and all rights it may have
to set-off, net, recoup or otherwise withhold or suspend or condition payment or
performance of any obligation between the two parties hereunder against any
obligations between the two parties, whether arising under any agreement,
applicable law or otherwise.

(f)      AMENDMENTS. This Agreement is hereby further amended as follows:

         (1)      Section 2(b) is hereby amended by the insertion of the
                  following at the end thereof after the word "change":
                  "provided that if such new account shall not be in the same
                  jurisdiction having the same power to tax as the original
                  account, the party not changing its account shall not be
                  obliged to pay any greater amounts and shall not receive less
                  as a result of such change than would have been the case if
                  such change had not taken place."

         (2)      Section 2(d) is amended by adding thereto a new final sentence
                  reading as follows: "Anything in this Section 2(d) to the
                  contrary notwithstanding, Party B shall not be obligated to
                  make any payment under this Section 2(d) to Party A".

         (3)      Section 7 is amended by (A) deleting the "and" at the end of
                  Section 7(a); (B) replacing the period at the end of Section
                  7(b) with a semi-colon; (C) adding the following as Section
                  7(c): "any successor to the Subordination Agent appointed in
                  accordance with

                                                                    ISDA(R) 1992

                                       30

<PAGE>

                  Section 7.01(b) of the Intercreditor Agreement shall
                  automatically become Party B to this Agreement."; and (D)
                  adding a new penultimate sentence to Section 7 as follows:
                  "Except as otherwise provided in Section 7.01(b) of the
                  Intercreditor Agreement, any purported transfer under this
                  Section 7 shall require Ratings Confirmation".

         (4)      Section 9(b) is amended by adding thereto a new sentence
                  reading as follows: "In addition, no amendment, modification
                  or waiver in respect of this Agreement will be effective
                  unless Ratings Confirmation is received."

(g)      LIMITATION OF LIABILITY. The obligations of Party B under this
Agreement, and in respect of the Transaction evidenced by the Confirmation, are
expressly limited to the extent of funds, if any, made available for such
payment to Party B under, and in accordance with, the priorities of payments set
forth in Sections 2.04(b), 3.02, 3.03 and 3.06 of the Intercreditor Agreement.
No recourse under any obligation, covenant or agreement of Party B contained in
this Agreement or the Confirmation shall be had against any incorporator,
stockholder, agent, affiliate, officer, employee or trustee of Party B, as such,
by the enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise; it being expressly agreed and understood
that the agreements of Party B contained in this Agreement or the Confirmation
are solely trust obligations of Party B and that no personal liability
whatsoever shall attach to or be incurred by the incorporators, stockholders,
agents, affiliates, officers, employees or trustees of Party B, as such, or any
of them, under or by reason of any of the obligations, covenants or agreements
of Party B contained in this Agreement or the Confirmation and that any and all
personal liability of every such incorporator, stockholder, agent, affiliate,
officer, employee or trustee of Party B for breaches by Party B of any such
obligation, covenant or agreement, which liability may arise either at common
law or at equity, by statute or constitution, or otherwise, is hereby expressly
waived as a condition of and in consideration for the execution of this
Agreement; provided, however, that nothing in this paragraph shall relieve any
of the foregoing persons from any liability which any such person may otherwise
have for his/her or its gross negligence or willful misconduct or, with respect
to the handling or transfer of funds, ordinary negligence.

(h)      ELIGIBLE CONTRACT PARTICIPANT. Each party represents to the other that
it is an "eligible contract participant" as defined in Section 1a(12) of the
Commodity Exchange Act of 1922 (7 U.S. Code Section 1 et seq.) as amended
("CEA"). This Agreement and the Transaction hereunder are subject to individual
negotiation by the parties. Neither this Agreement nor the Transaction hereunder
has been executed or traded on a "trading facility" as defined in Section 1a(33)
of the CEA.

(i)      ACCURACY OF SPECIFIED INFORMATION. Section 3(d) is hereby amended by
adding in the third line thereof after the word "respect" and before the period
the words "or, in the case of audited or unaudited financial statements or
balance sheets, a fair representation of the financial condition of the relevant
person."

                                                                    ISDA(R) 1992

                                       31

<PAGE>

IN WITNESS WHEREOF the parties have executed this Schedule to the ISDA Master
Agreement on the respective dates specified below with effect from the date
specified on the first page of this document.

                                     MERRILL LYNCH CAPITAL SERVICES, INC.

                                     By:      ______________________________

                                     Name:    ______________________________

                                     Title:   ______________________________

                                     Date:    ______________________________

                                     U.S. BANK TRUST NATIONAL ASSOCIATION
                                     in its capacity as Subordination Agent on
                                     behalf of the Trustee under the Class G
                                     Trust Agreement.

                                     By:      ______________________________

                                     Name:    ______________________________

                                     Title:   ______________________________

                                     Date:    ______________________________

                                                                    ISDA(R) 1992

                                       32

<PAGE>

Date:             January 30, 2003

To:               U.S. Bank Trust National Association

From:             Merrill Lynch Capital Services, Inc.

Subject:          CLASS G ABOVE CAP LIQUIDITY FACILITY CONFIRMATION

                           REFERENCE NUMBER: 03DL00985

Ladies and Gentlemen:

         The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the Interest Rate Cap Transaction entered
into on the Trade Date referred to in Paragraph 2 below (the "Transaction")
between Merrill Lynch Capital Services, Inc. ("Party A") and U.S. Bank Trust
National Association in its capacity as Subordination Agent on behalf of the
Trustee under the Pass Through Trust Agreement dated as of November 16, 2000
between State Street Bank and Trust Company of Connecticut, National
Association, and Delta Air Lines, Inc., as supplemented by the Trust Supplement
No. 2003-1G dated as of January 30, 2003 ("Party B"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.

1.       The definitions and provisions contained in the 2000 ISDA Definitions
         and Annex to the 2000 ISDA Definitions (June 2000 Version) as published
         by the International Swaps and Derivatives Association, Inc. (as so
         supplemented, the "Definitions") are incorporated into this
         Confirmation. In the event of any inconsistency between the Definitions
         and this Confirmation, this Confirmation will govern. References herein
         to a "Transaction" shall be deemed to be references to a "Swap
         Transaction" for the purposes of the Definitions.

         This Confirmation supplements, forms a part of, and is subject to the
         1992 ISDA Master Agreement (Multicurrency - Cross Border) including the
         Schedule thereto, dated as of January 30, 2003 as amended and
         supplemented from time to time (collectively, the "Agreement"), between
         us. All provisions contained in the Agreement govern this Confirmation
         except as modified below. In the event of any inconsistency between the
         Agreement and this Confirmation, this Confirmation will govern.
         Capitalized terms not otherwise defined in the Agreement or this
         Confirmation shall have the meanings ascribed to them in the
         Intercreditor Agreement dated as of January 30, 2003 among U.S. Bank
         Trust National Association, as Trustee under the Delta Air Lines Pass
         Through Trust 2003-1G, Delta Air Lines Pass Through Trust 2003-1C, and
         Delta Air Lines Pass Through Trust 2003-1D, Landesbank
         Baden-Wurttemberg, as Primary Liquidity Provider, Party A as Above-Cap
         Liquidity Provider, Party B as Subordination Agent, and Ambac Assurance
         Corporation as Policy Provider (the "Intercreditor Agreement"). The
         Agreement and each Confirmation will be governed by and construed in
         accordance with the laws of the State of New York.

                                                                    ISDA(R) 1992

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         Each of Party A and Party B represents to the other that it has entered
         into this Transaction in reliance upon such independent accounting,
         regulatory, legal, tax and financial advice as it deems necessary and
         not upon any view expressed by the other.

2.       Party A and Party B by this Confirmation are entering into a
         Transaction (the "Above Cap Liquidity Facility") that provides an
         irrevocable interest rate cap. The terms of the Above Cap Liquidity
         Facility are as follows:

General Terms:

    Transaction Type:                   Interest Rate Cap Transaction

    Notional Amount:                    The Pool Balance for the Class G
                                        Certificates from time to time. The
                                        Notional Amount as of any Floating Rate
                                        Payer Payment Date shall be determined
                                        before giving effect to any
                                        distributions on such Certificates on
                                        such Floating Rate Payer Payment Date.

    Trade Date:                         January 30, 2003

    Effective Date:                     January 30, 2003

    Termination Date:                   The first Business Day following
                                        the earlier of (i) July 25, 2009 and
                                        (ii) the date on which payment in full
                                        of Final Distributions with respect to
                                        the Class G Certificates has been made.

    Currency Unit:                      USD

    Business Day Convention:            Following

Fixed Amounts:

    Fixed Amount Payer:                 Party B

    Fixed Amount Payer Payment          January 30, 2003
    Date:

    Fixed Amount:                       As set forth in a separate letter
                                        agreement between Party A and Party B.

Floating Amounts:

    Floating Rate Payer:                Party A

    Floating Amount:                    On each Floating Rate Payer Payment Date
                                        on which the Floating Rate Option
                                        exceeds the Cap Rate, the Floating
                                        Amount shall be calculated as follows:

                                        (i)      in the event that the Interest
                                        Shortfall (as defined in Paragraph 5
                                        below) is equal to zero, the Floating
                                        Amount shall equal zero;

                                                                    ISDA(R) 1992

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                                        (ii)     in the event that there is a
                                        non-zero Interest Shortfall and at least
                                        one of the following is true: (x) the
                                        Maximum Available Commitment under the
                                        Primary Liquidity Facility (before
                                        giving effect to any Interest Drawing to
                                        be made on such Payment Date) is greater
                                        than zero, (y) the amount on deposit in
                                        the Primary Cash Collateral Account
                                        (before giving effect to any withdrawals
                                        to be made from such account on such
                                        Payment Date) is greater than zero, or
                                        (z) the amount on deposit in the
                                        Above-Cap Account (before giving effect
                                        to any withdrawals to be made from such
                                        account on such Payment Date) is greater
                                        than zero, the Floating Amount shall
                                        equal the Above-Cap Payment (as defined
                                        in the Intercreditor Agreement) for such
                                        date; and

                                        (iii)    in the event that there is a
                                        non-zero Interest Shortfall and none of
                                        the statements in clauses (ii)(x),
                                        (ii)(y) and (ii)(z) above are true, the
                                        Floating Amount shall equal zero.

    Period End Dates:                   Each January 25, April 25, July 25, and
                                        October 25, commencing on April 25, 2003
                                        and ending on the Termination Date,
                                        subject to adjustment in accordance with
                                        the Following Business Day Convention.

    Floating Rate Payer Payment Dates:  Each day that is a Period End Date and
                                        any Special Distribution Date under and
                                        as defined in the Intercreditor
                                        Agreement not coinciding with a Period
                                        End Date on which a distribution of
                                        interest is, by the terms of the
                                        Intercreditor Agreement, to be made on
                                        the Class G Certificates.

    Floating Rate Option:               USD-LIBOR-BBA; provided, that, if the
                                        relevant rate does not appear on the
                                        Telerate Page 3750, the rate shall be
                                        "LIBOR" as determined by the Reference
                                        Agent under Section 6(b)(ii) of the
                                        Reference Agency Agreement.

    Cap Rate:                           11.75%

    Designated Maturity:                3 months

    Spread:                             None

    Floating Rate Day Count Fraction:   Actual/360

    Reset Dates:                        The first day of the relevant
                                        Calculation Period.

    Compounding:                        Inapplicable

    Notice:                             Party B shall, on or before 1:00 p.m.
                                        (New York time) on each Floating Rate
                                        Payer Payment Date, provide Party A with
                                        notice of the then-current Pool Balance
                                        and the then-current Interest Shortfall,
                                        if any, together with, if such a
                                        shortfall exists, the

                                                                    ISDA(R) 1992

                                       35

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                                        certificate referred to in the final
                                        sentence of Section 3.06(a) of the
                                        Intercreditor Agreement.

3.       Role of Party A; Role of Calculation Agent

         (i)      Party B acknowledges that: (a) in connection with this
                  Transaction and this Agreement, Party A has acted in the
                  capacity of an arm's-length contractual counterparty and not
                  as its financial advisor or fiduciary; and (b) in exercising
                  its rights or performing any of its duties under this
                  Agreement, Party A will act as principal and not as a
                  fiduciary of Party B.

         (ii)     Whenever the Calculation Agent is required to act or exercise
                  judgment in any way, it will do so in good faith and in a
                  commercially reasonable manner. The calculations and
                  determinations of the Calculation Agent shall be made in
                  accordance with terms of this Confirmation having regard in
                  each case to the criteria stipulated herein.

4.       Additional Termination Event/Replacement of Above-Cap Liquidity
Provider

         It will be an Additional Termination Event with respect to Party A if
the relevant rating of Merrill Lynch & Co., Inc. issued by any Rating Agency is
lower than the applicable Threshold Rating ("Credit Downgrade"). Party A shall
be the sole Affected Party with respect to this Additional Termination Event.

         In the event of a Credit Downgrade or an Event of Default specified in
Section 5(a)(iii)(2) of the Agreement, Party A may, within ten days, at its own
expense, arrange for one or more Replacement Above-Cap Liquidity Providers to
enter into and deliver to Party B a Replacement Above-Cap Liquidity Facility for
the Above-Cap Liquidity Facility. If Party A does not arrange for such
replacement and if this Above-Cap Liquidity Facility has not otherwise been
replaced by Delta Air Lines, Inc. (at the expense of Delta Air Lines, Inc.) in
accordance with the terms of Section 3.06(c)(ii) of the Intercreditor Agreement,
such 10th day (or if such 10th day is not a Business Day, the next succeeding
Business Day) shall be deemed to be an "Early Termination Date" and Party A
shall make a termination payment to Party B in accordance with Part 1(j) of the
Schedule to the Agreement.

5.       Additional Definitions

         For the purposes of this Confirmation, the following terms shall have
the meanings set forth below:

         "Business Day" and "Local Business Day" mean, with respect to the
Transaction set forth in this Confirmation, "Business Day" as defined in the
Intercreditor Agreement for all purposes under the Agreement.

         "Interest Shortfall" means, on any Floating Rate Payer Payment Date,
the additional amount required in order for Party B to have sufficient funds to
pay interest (calculated at the applicable Stated Interest Rate) due on any
Certificates, after giving effect to the provisions of the Intercreditor
Agreement

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(but without regard to drawings under the Primary Liquidity Facility or
withdrawals from the Primary Cash Collateral Account or Above-Cap Account).

6.       Payments

         Party A hereby irrevocably instructs Party B to make any payment due to
Party A directly to the account specified below in the name of Party A. Party B
hereby irrevocably instructs Party A to make any payments of Floating Amounts
and any Termination Amount due to Party B directly to the account(s) specified
below in the name of Party B. All payments by Party A of Floating Amounts and
any Termination Amount due to Party B shall be made prior to 4:00 p.m. (New York
City time) on the date such payment is due without setoff, deduction,
withholding, netting, or any other reduction.

7.       Account Details

Payments to Party A:       Bankers Trust Company
                           New York, New York
                           ABA#: 021 0010 33
                           Account#: 00-811-874
                           FAO: DLR: Dollar Swaps: Merrill Lynch Capital
                           Services, Inc., New York, New York
                           Reference: US Dollar Swap Account

Payments to Party B:       U.S. Bank Trust National Association
                           ABA#: 091-000-022
                           Account#: 173103321092
                           Account Name: Corporate Trust
                           Reference: 132691-010 Delta Air Lines
                           Attention: TFM - Alice Menezes

8.       Offices

         The Office of Party A for the Transaction is its office at the address
specified for notices to it in the Schedule to the Agreement. The Office of
Party B for the Transaction is its office at the address specified for notices
to it in the Schedule to the Agreement.

9.       Counterparts

         This Confirmation may be executed in any number of counterparts and by
each party hereto on separate counterparts, each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same
Confirmation.

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         Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us.

                                            Yours sincerely,

                                            MERRILL LYNCH CAPITAL SERVICES, INC.

                                            By:    _____________________________

                                            Name:  _____________________________

                                            Title: _____________________________

Confirmed as of the date first written above:

U.S. BANK TRUST NATIONAL ASSOCIATION
in its capacity as Subordination Agent on behalf
of the Trustee under the Class G Trust Agreement

By:    _____________________________

Name:  _____________________________

Title: _____________________________

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