<PAGE>
                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY


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                              DELTA AIR LINES, INC.

                                       AND

                              THE BANK OF NEW YORK
                                   as Trustee

                            10% Senior Notes due 2008

                          FIRST SUPPLEMENTAL INDENTURE

                          Dated as of September 9, 2003

                                       TO

                                    INDENTURE

                             Dated as of May 1, 1991



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<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>     <C>                <C>                                                                                 <C>
Article I. DEFINITIONS............................................................................................2

         Section 1.1.      Defined Terms..........................................................................2
         Section 1.2.      Other Definitions......................................................................5
         Section 1.3.      Amendments to Certain Definitions in the Base Indenture................................5

Article II. FORM AND TERMS OF THE NOTES...........................................................................5

         Section 2.1.      General................................................................................5

Article III. AMENDMENTS TO THE BASE INDENTURE.....................................................................7

         Section 3.1.      Form of Legend for Global Securities...................................................7
         Section 3.2.      Execution, Authentication, Delivery and Dating.........................................8
         Section 3.3.      Registration, Registration of Transfer and Exchange....................................8
         Section 3.4.      Satisfaction and Discharge of the Indenture...........................................11
         Section 3.5.      Events of Default.....................................................................11
         Section 3.6.      Acceleration of Maturity; Rescission and Annulment....................................13
         Section 3.7.      Collection of Indebtedness and Suits for Enforcement by Trustee.......................14
         Section 3.8.      Limitation on Suits...................................................................14
         Section 3.9.      Waiver of Past Defaults...............................................................14
         Section 3.10.     The Trustee - Certain Duties and Responsibilities.....................................14
         Section 3.11.     Notice of Defaults....................................................................15
         Section 3.12.     Company May Consolidate Etc., Only On Certain Terms...................................15
         Section 3.13.     Supplemental Indentures Without Consent of Holders....................................16
         Section 3.14.     Supplemental Indentures With Consent of Holders.......................................17
         Section 3.15.     Certain Information Concerning Tax Reporting..........................................18
         Section 3.16.     Redemption of Securities..............................................................18
         Section 3.17.     Sinking Funds.........................................................................18
         Section 3.18.     No Recourse Against Others............................................................18

Article IV. MISCELLANEOUS........................................................................................19

         Section 4.1.      Effect of Headings....................................................................19
         Section 4.2.      Successors and Assigns................................................................19
         Section 4.3.      Separability Clause...................................................................19
         Section 4.4.      Benefits of the First Supplemental Indenture..........................................19
         Section 4.5.      Governing Law.........................................................................19
         Section 4.6.      First Supplement to Supersede Base Indenture..........................................19
</TABLE>

Exhibit A         Form of Note


                                       i

<PAGE>

                          FIRST SUPPLEMENTAL INDENTURE

                  THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 9,
2003, is between Delta Air Lines, Inc., a Delaware corporation (the "COMPANY"),
and The Bank of New York, successor to The Citizens and Southern National Bank
of Florida, having its principal corporate trust office 101 Barclay Street,
Floor 8W, New York, NY 10286, as trustee (the "TRUSTEE").

                                   WITNESSETH:

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of May 1, 1991 (the "BASE INDENTURE," and, as
supplemented by this First Supplemental Indenture, the "Indenture"), providing
for the issuance by the Company from time to time of its unsecured debentures,
notes or other evidences of indebtedness, unlimited as to principal amount, to
bear such rates of interest, to mature at such time or times, to be issued in
one or more series and to have such other provisions as shall be fixed in
accordance with the terms of the Base Indenture;

                  WHEREAS, the Company commenced an exchange offer on July 25,
2003, which was supplemented and amended on August 13, 2003 (as supplemented and
amended, the "EXCHANGE OFFER"), for any and all of its outstanding 6.65%
Medium-Term Notes, Series C due 2004, (the "2004 NOTES"), and 7.70% Senior Notes
Due 2005 (the "2005 NOTES"; together with the 2004 Notes, the "EXISTING NOTES")
in exchange for consideration consisting of (i) with respect to each $1,000
principal amount of the 2004 Notes tendered in the Exchange Offer, $409.50
principal amount of Notes (as defined below) and a cash payment of $650, and
(ii) with respect to each $1,000 principal amount of the 2005 Notes tendered in
the Exchange Offer, $1,120 principal amount of Notes, in each case on the terms
and subject to the conditions set forth in the Offering Memorandum, the letter
of transmittal to be used by holders tendering their Existing Notes pursuant to
the Exchange Offer, the letter to brokers, dealers, commercial banks, trust
companies and nominees and the form of letter from any of them to their clients,
any press releases or newspaper advertisements relating to the Exchange Offer
and any other material furnished to holders of the Existing Notes in connection
with the Exchange Offer, together with all information and documents
incorporated by reference therein;

                  WHEREAS, the terms of the Exchange Offer and the issuance and
sale of the Notes pursuant to the terms of the Exchange Offer were authorized by
resolutions adopted by the Board of Directors on April 23, 1998, as amended on
October 25, 2000, October 25, 2001 and April 25, 2003, and by resolutions
adopted by the pricing committee of the Board of Directors on July 22, 2003 as
amended and restated as of August 13, 2003;

                  WHEREAS, the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisions of the Base
Indenture and pursuant to appropriate resolutions of the Board of Directors and
the pricing committee of the Board of Directors, has duly determined to make,
execute and deliver to the Trustee this First Supplemental Indenture to the Base
Indenture in order to establish the form and terms of, and to provide for the
creation and issuance of, a new series of Securities designated as its "10%
Senior Notes due 2008" (hereinafter referred to as the "NOTES") in the aggregate
principal amount of $672,850,000;

<PAGE>

                  WHEREAS, Section 901 of the Base Indenture provides that the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental to the
Base Indenture, in form satisfactory to the Trustee, without the consent of any
Holders, to establish the form or terms of Securities of any series as permitted
by Sections 201 and 301 of the Base Indenture; and

                  WHEREAS, all things necessary to make the Notes, when executed
by the Company and authenticated and delivered by the Trustee and issued upon
the terms and subject to the conditions of the Indenture against payment
therefor, the valid, binding and legal obligations of the Company and to make
this First Supplemental Indenture a valid, binding and legal agreement of the
Company have been done.

                  NOW, THEREFORE, in order to establish the form and terms of
the Notes and for and in consideration of the premises and of the covenants
contained in the Base Indenture and in this First Supplemental Indenture and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders from time to time of the Notes, as follows:

                                   ARTICLE I.

                                   DEFINITIONS

SECTION 1.1.      Defined Terms.

                  For all purposes of the Indenture and the Notes created
hereby, except as otherwise expressly provided or unless the context otherwise
requires, the terms used in the Indenture shall have the meanings assigned to
them in this Article I. Each capitalized term that is used in the Indenture but
not defined herein shall have the meaning specified in the Base Indenture.

                  "ADDITIONAL INTEREST" shall be as set forth in paragraph 14 of
the Notes, the form of which is attached as Exhibit A hereto, qualified by
reference to, and is subject in its entirety to, the more complete description
thereof contained in the Registration Rights Agreement.

                  "AGENT MEMBERS" means members of, or participants in, the
Depositary.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

                  "BANKRUPTCY LAW" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.

                  "BUSINESS DAY" means, with respect to any Note, any day other
than a Saturday, a Sunday or a day on which banking institutions in The City of
New York are authorized or required by law, regulation or executive order to
close.


                                       2
<PAGE>

                  "CERTIFICATED SECURITIES" means, with respect to the Notes,
Securities that do not bear the Global Securities Legend, evidencing all or part
of a series of Securities, authenticated and delivered pursuant to the terms of
this Indenture.

                  "CORPORATE TRUST OFFICE" means the corporate trust office of
the Trustee at which at any particular time the trust created by this Indenture
shall principally be administered; as of the date hereof, the Corporate Trust
Office is located at The Bank of New York Corporate Trust Operations, 111
Sanders Creek Parkway, East Syracuse, New York 13057; Attention: Corporate Trust
Administration.

                  "DEFAULT" means any event that is, or after notice or passage
of time, or both, would be, an Event of Default.

                  "DTC" means the Depository Trust Company.

                  "GLOBAL SECURITIES" means a Security bearing the Global
Securities Legend, evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series, or its nominee,
and registered in the name of such Depositary or nominee.

                  "INDEBTEDNESS" means, with respect to the Company, all
obligations, whether or not contingent, of the Company (i) (a) for borrowed
money (including, but not limited to, any indebtedness secured by a security
interest, mortgage or other lien on the assets of the Company that is (1) given
to secure all or part of the purchase price of property subject thereto, whether
given to the vendor of such property or to another, or (2) existing on property
at the time of acquisition thereof), (b) evidenced by a note, debenture, bond or
other written instrument, (c) under a lease required to be capitalized on the
balance sheet of the lessee under GAAP or under any lease or related document
(including a purchase agreement) that provides that the Company is contractually
obligated to purchase or cause a third party to purchase and thereby guarantee a
minimum residual value of the lease property to the lessor and the obligations
of the Company under such lease or related document to purchase or to cause a
third party to purchase such leased property, (d) in respect of letters of
credit, bank guarantees or bankers' acceptances (including reimbursement
obligations with respect to any of the foregoing), (e) with respect to
Indebtedness secured by a mortgage, pledge, lien, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance to which the property or
assets of such person are subject, whether or not the obligation secured thereby
shall have been assumed by or shall otherwise be such person's legal liability,
(f) in respect of the balance of deferred and unpaid purchase price of any
property or assets, and (g) under interest rate or currency swap agreements,
cap, floor and collar agreements, spot and forward contracts and similar
agreements and arrangements; (ii) with respect to any obligation of others of
the type described in the preceding clause (i) or under clause (iii) below
assumed by or guaranteed in any manner by such person through an agreement to
purchase (including, without limitation, "take or pay" and similar
arrangements), contingent or otherwise (and the obligations of such person under
any such assumptions, guarantees or other such arrangements); and (iii) any and
all deferrals, renewals, extensions, refinancings and refundings of, or
amendments, modifications or supplements to, any of the foregoing.


                                       3
<PAGE>

                  "INDENTURE" shall have the meaning specified in the preamble
hereof. Solely with respect to the Notes, all references to the term "Indenture"
in the Base Indenture shall refer to the Base Indenture, as supplemented and
amended by this First Supplemental Indenture.

                  "INTEREST PAYMENT DATE" shall have the meaning specified in
Section 2.1 hereof and, solely with respect to the Notes, all references to the
term "Interest Payment Date" in the Base Indenture shall mean February 15 and
August 15 of each year, commencing February 15, 2004.

                  "OFFERING MEMORANDUM" means the offering memorandum, dated
July 25, 2003, relating to the Notes, as supplemented or amended by the
supplement thereto, dated August 13, 2003, including all information and
documents incorporated by reference therein.

                  "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, the Chief Accounting
Officer, any Executive Vice President, Senior Vice President or Vice President
(whether or not designated by a number or numbers or word or words before or
after the title "Vice President"), the Treasurer, the Secretary and any
Assistant Treasurer or any Assistant Secretary of the Company.

                  "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement relating to the Notes, dated September 9, 2003, among the Company, the
Trustee and the Dealer Managers (as defined therein), as such agreement may be
amended, modified or supplemented from time to time.

                  "REGULAR RECORD DATE" means, with respect to the payment of
interest on the Notes, the February 1 and August 1, whether or not a Business
Day, immediately preceding the relevant Interest Payment Date.

                  "RESTRICTED SECURITIES" means a Security bearing the
Restricted Securities Legend, evidencing all or part of a series of Securities,
authenticated and delivered pursuant to the terms of this Indenture.

                  "RESTRICTED SECURITIES LEGEND" means the legend labeled as
such, as set forth in the form of Note attached hereto as Exhibit A.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "TRUST OFFICER" means, when used with respect to the Trustee,
(i) any officer within the corporate trust department of the Trustee who has
direct responsibility for administering this Indenture or (ii) any other officer
of the Trustee who has direct responsibility for administering this Indenture
and to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject.

SECTION 1.2.      Other Definitions.

                  The definitions of the following terms may be found in the
Sections indicated as follows:


                                       4
<PAGE>

                  <TABLE>
                  <CAPTION>
                  TERM                                 DEFINED IN SECTION
                  ----                                 ------------------
                  <S>                                  <C>

                  "2004 Notes"                                Preamble hereof
                  "2005 Notes"                                Preamble hereof
                  "Base Indenture"                            Preamble hereof
                  "Company"                                   Preamble hereof
                  "Exchange Offer"                            Preamble hereof
                  "Event of Default"                       Section 3.5 hereof
                  "Existing Notes"                            Preamble hereof
                  "Global Securities Legend"               Section 3.2 hereof
                  "Maturity Date"                          Section 2.1 hereof
                  "Notes"                                     Preamble hereof
                  "Payment Default"                        Section 3.5 hereof
                  "Rule 144A"                              Section 2.1 hereof
                  "Trustee"                                   Preamble hereof
                  </TABLE>

SECTION 1.3.      AMENDMENTS TO CERTAIN DEFINITIONS IN THE BASE INDENTURE.

                  Section 101 of the Base Indenture is hereby amended, solely
with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Base Indenture) by deleting in its
entirety the following defined terms used therein: (i) "Business Day"; (ii)
"Global Security"; (iii) "Indenture"; (iv) "interest"; (v) "Original Issue
Discount Security; (vi) "Redemption Date"; and (vii) "Redemption Price".

ARTICLE II.
                           FORM AND TERMS OF THE NOTES
SECTION 2.1.      General.

                  In accordance with Sections 201 and 301 of the Base Indenture,
the following terms relating to the Notes, and the form of the Notes, are hereby
established:

                  (1)      Title of the Securities. The Notes shall constitute a
         series of Securities having the title "10% Senior Notes due 2008."

                  (2)      Aggregate Principal Amount. The aggregate principal
         amount of the Notes that may be authenticated and delivered under this
         First Supplemental Indenture shall be, and the aggregate principal
         amount of Notes outstanding at any time may not exceed, $672,850,000,
         except as provided in Section 306 of the Base Indenture.

                  (3)      Registered Form. The Notes shall be issued in fully
         registered form. The certificate for the Notes shall be in
         substantially the forms attached hereto as Exhibit A.

                  (4)      Global Securities. The Notes are being offered and
         sold to "qualified institutional buyers" (as defined in Rule 144A) in
         reliance on Rule 144A under the Securities Act ("RULE 144A") and shall
         be issued in the form of one or more permanent


                                       5
<PAGE>

         Global Securities in definitive, fully registered form without interest
         coupons with the Global Securities Legend and the Restricted Securities
         Legend.

                  (5)      Person to Whom Interest Shall Be Payable. Interest on
         the Notes shall be payable to the Holders of the Notes at the close of
         business on the Regular Record Date for such interest.

                  (6)      Maturity Date. The entire outstanding principal
         amount of the Notes shall be payable in a single installment on August
         15, 2008 (the "MATURITY DATE").

                  (7)      Interest. The Notes shall bear interest at 10% per
         annum from September 9, 2003, or from the most recent Interest Payment
         Date to which interest has been paid or duly provided for, payable
         semiannually on February 15 and August 15 of each year (for purposes of
         the Notes, each an "INTEREST PAYMENT DATE"), commencing February 15,
         2004. Interest on the Notes shall be calculated on the basis of a
         360-day year of twelve 30-day months and, for any period shorter than a
         full six-month interest period, on the basis of the actual number of
         days elapsed in such period. If any Interest Payment Date or the
         Maturity Date falls on a day that is not a Business Day, the required
         payment of principal of and interest (including Additional Interest, if
         any) on the Notes will be made on the next succeeding Business Day as
         if made on the date that such payment was due and no interest will
         accrue on that payment for the period from and after the Interest
         Payment Date or the Maturity Date, as applicable, to the date of
         payment on the next succeeding Business Day. If the Notes are held in
         global form, principal and interest (including Additional Interest, if
         any) on the Notes shall be paid by wire transfer in immediately
         available funds in accordance with the written wire transfer
         instructions supplied by the Global Securities Holder from time to time
         to the Trustee and Paying Agent (if different from the Trustee) at
         least two days prior to the applicable Regular Record Date; provided
         that any payment to the Depositary or its nominee shall be paid by wire
         transfer in immediately available funds in accordance with the wire
         transfer instruction supplied by the Depositary or its nominee from
         time to time to the Trustee and Paying Agent (if different from
         Trustee) at least two days prior to the applicable Regular Record Date.
         With respect to Notes held other than in global form, the Company will
         make payments by wire transfer of immediately available funds to the
         account specified by the Holders thereof or, if no such account is
         specified with respect to a Holder, by mailing a check to the Holder's
         registered address.

                  (8)      Place of Payment. The Trustee, at its Corporate Trust
         Office, is hereby initially designated as the Place of Payment and
         initially appointed as the Security Registrar and Paying Agent for the
         Notes, and as agent for the Company to receive all presentations,
         surrenders, notices and demands in respect of the Notes. No Redemption.
         The Notes are not redeemable by the Company prior to the Maturity Date.

                  (9)      No Sinking Fund. The Company shall have no obligation
         to redeem or purchase the Notes pursuant to any sinking fund or
         analogous provisions, or at the option of a Holder thereof.

                  (10)     Denominations. The Notes are issuable in
         denominations of $1,000 and any integral multiples of $1,000.


                                       6
<PAGE>

                  (11)     -- (14): NOT APPLICABLE.

                  (15)     Global Securities. The Global Securities representing
         the Notes shall be deposited on behalf of the Holders of the Notes
         represented thereby with the Trustee, as custodian for the Depositary,
         and registered in the name of the Depositary or a nominee of the
         Depositary for the accounts of participants in the Depositary, duly
         executed by the Company and authenticated by the Trustee as hereinafter
         provided. The aggregate principal amount of a Global Security may from
         time to time be increased or decreased by adjustments made on the
         records of the Trustee and the Depositary or its nominee as hereinafter
         provided. The Depositary for the Notes shall initially be The
         Depository Trust Company, a New York corporation.

                  (16)     NOT APPLICABLE.

                  (17)     Section 1302 of the Base Indenture shall apply to the
         Notes, in accordance with the provisions, terms and conditions set
         forth in Article Thirteen thereof.

                                  ARTICLE III.

                        AMENDMENTS TO THE BASE INDENTURE

SECTION 3.1.      FORM OF LEGEND FOR GLOBAL SECURITIES.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
204 of the Base Indenture is hereby amended by replacing that section in its
entirety with the following:

                  "Section 204. Form of Legend for Global Securities.

                  Any Global Security authenticated and delivered hereunder
         shall bear a legend in substantially the following form (a "GLOBAL
         SECURITIES LEGEND"):

                  THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH
                  MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT
                  THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR ALL PURPOSES.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY
                  OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
                  PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
                  OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
                  ANY PAYMENT HEREON IS


                                       7
<PAGE>

                  MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
                  FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
                  THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
                  HEREIN.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  CERTIFICATED NOTES IN DEFINITIVE REGISTERED FORM IN THE
                  LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS
                  GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
                  THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
                  OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
                  DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
                  SUCCESSOR DEPOSITARY OR NOMINEE."

SECTION 3.2.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
303 of the Base Indenture is hereby amended by replacing the first paragraph of
that section in its entirety with the following:

                  "One Officer shall sign the Notes for the Company by manual or
facsimile signature."

SECTION 3.3.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
305 of the Base Indenture is hereby amended by replacing the last three
paragraphs of that section in their entirety with the following:

                  "RESTRICTIONS ON TRANSFER. If Securities are issued upon the
         registration of transfer, exchange or replacement of Securities subject
         to restrictions on transfer and bearing the Restricted Securities
         Legend, or if a request is made to remove the Restricted Securities
         Legend on a Security, the Securities so issued shall bear the
         Restricted Securities Legend, or the Restricted Securities Legend shall
         not be removed, as the case may be, unless there is delivered to the
         Company and the Security Registrar such satisfactory evidence, which
         shall include an Opinion of Counsel, as may be reasonably required by
         the Company and the Security Registrar, that such Security has been
         sold pursuant to an effective registration statement under the
         Securities Act or that neither the Restricted Securities Legend nor the
         restrictions on transfer set forth therein are required to ensure that
         transfers thereof comply with the provisions of Rule 144A or Rule 144
         or Regulation S under the Securities Act or that such Notes are not
         "restricted" within the meaning of Rule 144 under the Securities Act.
         Upon provision to the Company of such satisfactory evidence, the
         Trustee, at the written direction of the Company, shall authenticate
         and deliver Notes that do not bear the legend. The Company shall not
         otherwise be entitled to require the delivery of a legal opinion in
         connection with any


                                       8
<PAGE>

         transfer or exchange of Securities. The Company shall inform the
         Trustee of the effective date of any registration statement registering
         the Securities under the Securities Act. The Trustee and the Security
         Registrar shall not be liable for any action taken or omitted to be
         taken by it in good faith in accordance with the aforementioned Opinion
         of Counsel or registration statement. If the Restricted Securities
         Legend is removed from the face of a Security and the Security is
         subsequently held by an Affiliate of the Company, the Company shall use
         its reasonable best efforts to reinstate the Restricted Securities
         Legend.

                  The Trustee and the Security Registrar shall have no
         obligation or duty to monitor, determine or inquire as to compliance
         with any restrictions on transfer imposed under this Indenture or under
         applicable law with respect to any transfer of any interest in any
         Security (including any transfers between or among Depositary
         participants or beneficial owners of interests in any Global Security)
         other than to require delivery of such certificates and other
         documentation or evidence as are expressly required by, and to do so if
         and when expressly required by the terms of, this Indenture, and to
         examine the same to determine substantial compliance as to form with
         the express requirements hereof.

                  Subject to the preceding two paragraphs, every Security shall
         be subject to the restrictions on transfer provided in the Restricted
         Securities Legend including the delivery of an Opinion of Counsel, if
         so provided. Whenever any Restricted Security is presented or
         surrendered for registration of transfer or for exchange for a Security
         registered in a name other than that of the Holder, such Security must
         be accompanied by the assignment form substantially the form set forth
         in Exhibit A attached hereto, dated the date of such surrender and
         signed by the Holder of such Security, as to compliance with such
         restrictions on transfer. The Security Registrar shall not be required
         to accept for such registration of transfer or exchange any Security
         not so accompanied by a properly completed assignment form.

                  EXCHANGE OF GLOBAL SECURITIES FOR CERTIFICATED SECURITIES.
         Notwithstanding any other provisions of this Indenture or the
         Securities, a Global Security shall not be exchanged in whole or in
         part for a Security registered in the name of any Person other than the
         Depositary or one or more nominees thereof, provided that a Global
         Security may be exchanged for Securities registered in the names of any
         person designated by the Depositary in the event that (A) the
         Depositary has notified the Company that it is unwilling or unable to
         continue as Depositary for such Global Security and a successor
         Depositary is not appointed by the Company within 90 days or such
         Depositary has ceased to be a "clearing agency" registered under the
         Exchange Act, (B) the Company, at its option, notifies the Trustee in
         writing that it has elected to cause the issuance of Certificated
         Securities; or (C) a Default or an Event of Default has occurred and is
         continuing with respect to the Securities. If any of (A), (B) or (C)
         shall have occurred, the Company will promptly make available to the
         Trustee a reasonable supply of Certificated Securities in definitive,
         fully registered form, without interest coupons. Any Global Security
         exchanged pursuant to clause (A) or (B) above shall be so exchanged in
         whole and not in part, and any Global Security exchanged pursuant to
         clause (C) above may be exchanged in whole at any time, or in part from
         time to time, as directed by the


                                       9
<PAGE>

         Depositary. Any Security issued in exchange for a Global Security or
         any portion thereof shall be a Global Security; provided that any such
         Security so issued that is registered in the name of a Person other
         than the Depositary or a nominee thereof shall not be a Global
         Security.

                  Certificated Securities issued in exchange for a Global
         Security or any portion thereof shall be issued in definitive, fully
         registered form, without interest coupons, shall have an aggregate
         principal amount at Maturity equal to that of such Global Security or
         portion thereof to be so exchanged, shall be registered in such names
         and be in such authorized denominations as the Depositary shall
         designate and shall bear the applicable legends provided for herein.
         Any Global Security to be exchanged in whole shall be surrendered by
         the Depositary to the Trustee, as Security Registrar. With regard to
         any Global Security to be exchanged in part, either such Global
         Security shall be so surrendered for exchange or, if the Trustee is
         acting as custodian for the Depositary or its nominee with respect to
         such Global Security, the principal amount at Maturity thereof shall be
         reduced, by an amount equal to the portion thereof to be so exchanged,
         by means of an appropriate adjustment made on the records of the
         Trustee. Upon any such surrender or adjustment, the Trustee shall
         authenticate and deliver the Security issuable on such exchange to or
         upon the order of the Depositary or an authorized representative
         thereof.

                  The registered Holder of a Global Security may grant proxies
         and otherwise authorize any Person, including Agent Members and persons
         that may hold interests through Agent Members, to take any action which
         a holder is entitled to take under this Indenture or the Securities;
         provided, however, that neither Agent Members nor any other Persons on
         whose behalf Agent Members may act shall have any rights under this
         Indenture with respect to any Global Security registered in the name of
         the Depositary or any of its nominee thereof, or under any such Global
         Security, and the Depositary or such nominee, as the case may be, may
         be treated by the Company, the Trustee and any agent of the Company or
         the Trustee as the absolute owner and holder of such Global Security
         for all purposes whatsoever. Notwithstanding the foregoing, nothing
         herein shall prevent the Company, the Trustee or any agent of the
         Company or the Trustee from giving effect to any written certification,
         proxy or other authorization furnished by the Depositary or such
         nominee, as the case may be, or impair, as between the Depositary, its
         Agent Members and any other person on whose behalf an Agent Member may
         act, the operation of customary practices of such Persons governing the
         exercise of the rights of a holder of any Security.

                  TRANSFER OF A CERTIFICATED SECURITY FOR A BENEFICIAL INTEREST
         IN A GLOBAL SECURITY. A Certificated Security may not be exchanged for
         a beneficial interest in a Global Security except upon written
         instructions directing the Trustee to make, or to direct the Security
         Registrar to make, an adjustment on its books and records with respect
         to such Global Security to reflect an increase in the aggregate
         principal amount at Maturity of the Securities represented by the
         Global Security, such instructions to contain information regarding the
         Depositary account to be credited with such increase. In such event,
         the Trustee shall cancel such Certificated Security and cause, or
         direct the Security Registrar to cause, in accordance with the standing
         instructions and procedures existing


                                       10
<PAGE>

         between the Depositary and the Security Registrar, the aggregate
         principal amount at Maturity of Securities represented by the Global
         Security to be increased by the aggregate principal amount at Maturity
         of the Certificated Security to be exchanged, and shall credit or cause
         to be credited to the account of the Person specified in such
         instructions a beneficial interest in the Global Security equal to the
         principal amount at Maturity of the Certificated Security so canceled.
         If no Global Securities are then outstanding, the Company shall issue
         and the Trustee shall authenticate, upon written order of the Company
         in the form of an Officers' Certificate, a new Global Security in the
         appropriate principal amount at Maturity.

                  As used in this Section 305, the term "transfer" encompasses
         any sale, pledge, transfer, hypothecation or other disposition of any
         Security."

SECTION 3.4.      SATISFACTION AND DISCHARGE OF THE INDENTURE.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
401(1)(B)(iii) of the Base Indenture is hereby deleted in its entirety.

SECTION 3.5.      EVENTS OF DEFAULT.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
501 of the Base Indenture is hereby amended by replacing the section in its
entirety with the following:

                  "An "EVENT OF DEFAULT" with respect to any Notes shall be
         deemed to have occurred if:

                  (a)      the Company defaults in the payment of any
                  installment of interest (including Additional Interest, if
                  any) on the Notes when due and continuance of such default for
                  30 days or more; or

                  (b)      the Company defaults in the payment of principal of
                  the Notes when due; or

                  (c)      the Company fails to comply or observe in any
                  material respect (other than a default set forth in clauses
                  (a) and (b) above and clause (d) below) any other covenant or
                  agreement of the Company in respect of the Notes set forth in
                  this Indenture or the Notes, and fails to remedy such default
                  or breach within a period of 60 days after the receipt of
                  written notice to the Company from the Trustee or to the
                  Company and the Trustee from the Holders of at least 25% in
                  aggregate principal amount of the Notes then outstanding; or

                  (d)      a default under any credit agreement, mortgage,
                  indenture or instrument under which there may be issued or by
                  which there may be secured or evidenced any Indebtedness for
                  money borrowed by the Company or any Restricted Subsidiary,
                  other than any such Indebtedness which is non-recourse to the
                  Company or any Restricted Subsidiary, whether such
                  Indebtedness exists on the


                                       11
<PAGE>

                  date of this Indenture or shall hereafter be created, which
                  default (i) is caused by a failure to pay when due any
                  principal on such Indebtedness at the final stated maturity
                  date of such Indebtedness (which failure continues beyond any
                  applicable grace period) (a "PAYMENT DEFAULT") or (ii) results
                  in the acceleration of such Indebtedness prior to its express
                  maturity (without such acceleration being rescinded or
                  annulled) and, in each case, the principal amount of such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there is a Payment Default or
                  the maturity of which has been so accelerated, aggregates to
                  $75,000,000 or more and such Payment Default is not cured or
                  such acceleration is not annulled within 30 days after receipt
                  of written notice to the Company from the Trustee or to the
                  Company and the Trustee from Holders of at least 25% in
                  aggregate principal amount of the Notes then outstanding; or

                  (e)      the entry by a court having jurisdiction in the
                  premises of (i) a decree or order for relief in respect of the
                  Company in an involuntary case or proceeding under any
                  Bankruptcy Law, or (ii) a decree or order adjudging the
                  Company bankrupt or insolvent, or approving as properly filed
                  a petition seeking reorganization, arrangement, adjustment or
                  composition of or in respect of the Company under any
                  applicable U.S. federal or state law, or appointing a
                  custodian, receiver, liquidator, assignee, trustee,
                  sequestrator or other similar official of the Company or of
                  any substantial part of its property, or ordering the
                  winding-up or liquidation of its affairs, and the continuance
                  of any such decree or order for relief or any such other
                  decree or order unstayed and in effect for a period of 60
                  consecutive days; or

                  (f)      the commencement by the Company of a voluntary case
                  or proceeding under any Bankruptcy Law or any other case or
                  proceeding to be adjudicated bankrupt or insolvent, or the
                  consent by it to the entry of a decree or order for relief in
                  respect of the Company in an involuntary case or proceeding
                  under any Bankruptcy Law or to the commencement of any
                  bankruptcy or insolvency case or proceeding against it, or the
                  filing by it of a petition or answer or consent seeking
                  reorganization or relief under any Bankruptcy Law, or the
                  consent by it to the filing of such petition or to the
                  appointment of or taking possession by a custodian, receiver,
                  liquidator, assignee, trustee, sequestrator or other similar
                  official of the Company or of any substantial part of its
                  property, or the making by it of an assignment for the benefit
                  of creditors, or the admission by it in writing of its
                  inability to pay its debts generally as they become due."

SECTION 3.6.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
502 of the Base Indenture is hereby amended by replacing the section in its
entirety with the following:

                  "(a) If an Event of Default (other than an Event of Default
         specified in clauses (e) and (f) of Section 5.01 of the Indenture)
         occurs and is continuing, then and in every


                                       12
<PAGE>

         such case the Trustee, by written notice to the Company, or the Holders
         of at least 25% in aggregate principal amount of the Notes then
         outstanding, by written notice to the Company and the Trustee, may
         declare the unpaid principal of and accrued and unpaid interest
         (including Additional Interest and Defaulted Interest), if any on all
         the Notes then outstanding to be due and payable. Upon such declaration
         such principal amount and accrued and unpaid interest (including
         Additional Interest and Defaulted Interest), if any, shall become
         immediately due and payable, notwithstanding anything contained in this
         Indenture or the Notes to the contrary. If any Event of Default
         specified in clauses (e) or (f) of Section 5.01 of the Indenture
         occurs, all unpaid principal of and accrued and unpaid interest
         (including Additional Interest and Defaulted Interest), if any, on the
         Notes then outstanding shall become automatically due and payable,
         without any declaration or other act on the part of the Trustee or any
         Holder.

                  (b) The Holders of a majority in aggregate principal amount of
         the Notes then outstanding by written notice to the Trustee may rescind
         any acceleration of the Notes and its consequences if all existing
         Events of Default (other than nonpayment of principal of and interest
         or Additional Interest, if any, on the Notes which has become due
         solely by virtue of such acceleration) have been cured or waived and if
         the rescission would not conflict with any judgment or decree of any
         court of competent jurisdiction. No such rescission shall affect any
         subsequent Default or Event of Default or impair any right consequent
         thereto."

SECTION 3.7.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
503 of the Base Indenture is hereby amended by replacing clauses (1) and (2) of
that section in its entirety with the following:

                  "(1)     the Company defaults in the payment of any
                  installment of interest (including Additional Interest, if
                  any) on the Notes when due and continuance of such default for
                  30 days or more; or

                  (2)      the Company defaults in the payment of principal of
                  the Notes when due,"

SECTION 3.8.      LIMITATION ON SUITS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
507 of the Base Indenture is hereby amended by including the following
provisions as the last paragraph of that section:

                  "This Section 5.07 does not affect the right of the Holders to
         bring an action for enforcement of the payment of the principal of or
         interest (including Additional Interest), if any, on such Holders'
         Notes on or after the respective due dates expressed in the Notes."


                                       13
<PAGE>

SECTION 3.9.      WAIVER OF PAST DEFAULTS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
513 of the Base Indenture is hereby amended by replacing clause (1) of that
section in its entirety with the following:

                  "(1) in the payment of the principal or interest or Additional
         Interest, if applicable, on the Notes (other than the non-payment of
         principal, interest or Additional Interest, if any, on the Notes which
         has become due solely by virtue of an acceleration which has been duly
         rescinded as provided above); or"

SECTION 3.10.     THE TRUSTEE - CERTAIN DUTIES AND RESPONSIBILITIES.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
601 of the Base Indenture is hereby amended by adding the following provision as
a second paragraph to that Section:

                  "Except during the continuance of an Event of Default known to
         a Trust Officer of the Trustee, the Trustee undertakes to perform such
         duties and only such duties as are specifically set forth in this
         Indenture, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee. If an Event of Default known to a
         Trust Officer of the Trustee has occurred and is continuing, the
         Trustee shall exercise such of the rights and powers vested in it by
         this Indenture and use the same degree of care and skill in their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of his or her own affairs. An Event of
         Default shall be considered known to a Trust Officer of the Trustee
         under the circumstances provided in Section 602 of the Base Indenture
         as supplemented and amended by this First Supplemental Indenture."

SECTION 3.11.     NOTICE OF DEFAULTS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
602 of the Base Indenture is hereby amended by replacing that section in its
entirety with the following:

                  "If a Default or Event of Default occurs and is continuing and
         if it is known to a Trust Officer of the Trustee, the Trustee shall
         mail to each Holder a notice of the Default or Event of Default within
         90 days after the occurrence of such Default or Event of Default. A
         Default or an Event of Default shall not be considered known to a Trust
         Officer of the Trustee unless it is a Default or Event of Default in
         the payment of principal, interest or Additional Interest, if any, when
         due or a Trust Officer of the Trustee shall have received notice
         thereof, sent to The Bank of New York, 10161 Centurion Parkway,
         Jacksonville, Florida 32256 (Facsimile No. (904) 645-1921). in
         accordance with this Indenture, from the Company or from the Holders of
         a majority in principal amount of the outstanding Notes. Except in the
         case of a Default or Event of Default in payment of principal of, or
         interest or Additional Interest, if any, on any Note, the Trustee may
         withhold the notice if and so long as a committee of its Trust Officers
         in good faith determines that withholding the notice is in the interest
         of the Holders. The Trustee shall not be deemed to have notice of any
         event that would require payment of


                                       14
<PAGE>

         Additional Interest until the Trustee receives written notice of such
         event from the Company or the Holder of Notes."

SECTION 3.12.     COMPANY MAY CONSOLIDATE ETC., ONLY ON CERTAIN TERMS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
801 of the Base Indenture is hereby amended by replacing that section in its
entirety with the following:

                  "The Company shall not consolidate with or merge into any
         other person or convey, transfer or lease its properties and assets
         substantially as an entirety to any person, and the Company shall not
         permit any person to consolidate with or merge into the Company or
         convey, transfer or lease its properties and assets substantially as an
         entirety to the Company unless:

                  (a)      either:

                           (i)      the Company shall be the continuing
                                    corporation; or

                           (ii)     the person formed by or surviving any such
                                    consolidation or share exchange or into
                                    which the Company is merged (if other than
                                    the Company) or the person which acquires by
                                    sale, assignment, transfer, lease,
                                    conveyance or other disposition the
                                    properties and assets of the Company as an
                                    entirety or substantially as an entirety:
                                    (1) shall be a corporation, partnership or
                                    trust organized under the laws of the United
                                    States or any State thereof or the District
                                    of Columbia; and (2) shall expressly assume,
                                    by supplemental indenture in form reasonably
                                    satisfactory to the Trustee, executed and
                                    delivered to the Trustee, in form
                                    satisfactory to the Trustee, the due and
                                    punctual payment of the principal of and
                                    interest and Additional Interest, if any, on
                                    all of the Notes and the performance or
                                    observance of every covenant of the Notes
                                    and this Indenture on the part of the
                                    Company to be performed or observed;

                  (b)      in all cases, immediately after giving effect to such
         transaction no Default and no Event of Default shall have occurred and
         be continuing; and

                  (c)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with this Section and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with."

SECTION 3.13.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Section
901 of the Base Indenture is hereby amended by replacing that section in its
entirety with the following:


                                       15
<PAGE>

                  "The Company and the Trustee may amend or supplement this
         Indenture or the Notes without notice to or the consent of any Holder
         for the purposes of:

                  (a)      curing any ambiguity, defect or inconsistency or
                  making any other changes in the provisions of this Indenture
                  which the Company and the Trustee may deem necessary or
                  desirable, provided that such amendment does not materially
                  and adversely affect the rights of the Holders under this
                  Indenture;

                  (b)      providing for the assumption of the covenants and
                  obligations of the Company hereunder and in the Notes in the
                  circumstances required by Section 8.01 of the Indenture;

                  (c)      evidencing and providing for the acceptance of
                  appointment under this Indenture of a successor Trustee;

                  (d)      making any change that would provide any additional
                  rights or benefits to the Holders or that does not adversely
                  affect the legal rights under this Indenture of any such
                  Holder;

                  (e)      complying with the requirements of the Commission in
                  order to effect or maintain the qualification of the Indenture
                  under the Trust Indenture Act; or

                  (f)      modifying the restrictions on, and procedures for,
                  resale and other transfers of the shares pursuant to law,
                  regulation or practice relating to the resale or transfer of
                  Restricted Securities generally."

SECTION 3.14.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Indenture), Section 902
of the Base Indenture is hereby amended by replacing that section in its
entirety with the following:.

                  "Subject to Section 508 of the Indenture, the Company and the
         Trustee may amend or supplement this Indenture or the Notes with the
         consent of the Holders of at least a majority in aggregate principal
         amount of the Notes then outstanding (including consents obtained in
         connection with a tender offer or exchange offer for the Notes).

                  Subject to Sections 513 of the Indenture, the Company and the
         Trustee may waive any existing Default or compliance in any particular
         instance by the Company with any provision of this Indenture or the
         Notes with the consent of the Holders of at least a majority in
         principal amount of the Notes then outstanding (including consents
         obtained in connection with a tender offer or exchange offer for the
         Notes).

                  However, without the consent of each Holder affected, an
         amendment or waiver under this Section may not (with respect to any
         Notes held by a non-consenting Holder):

                           (a)      reduce the principal amount of Notes whose
                  Holders must consent to an amendment, supplement or waiver;


                                       16
<PAGE>

                           (b)      reduce the principal of or change the fixed
                  maturity of any Note or, except as permitted pursuant to
                  Section 901 of the Indenture alter the redemption or
                  repurchase provisions with respect thereto;

                           (c)      reduce the rate of or amount of, or change
                  the time for payment of, interest, including Defaulted
                  Interest and Additional Interest, if any, on any Note;

                           (d)      waive a Default or Event of Default in the
                  payment of principal of or interest (including Additional
                  Interest, if any) on the Notes (except a rescission of
                  acceleration of the Notes by the Holders of at least a
                  majority in aggregate principal amount of the Notes then
                  outstanding and a waiver of the payment default that resulted
                  from such acceleration);

                           (e)      make any Note payable in money other than as
                  provided for in the Indenture and in the Notes;

                           (f)      make any change in the provisions of this
                  Indenture relating to waivers of past Defaults or the rights
                  of Holders to receive payments of principal of or interest
                  (including Additional Interest, if any) on the Notes;

                           (g)      make any change to the abilities of Holders
                  to enforce their rights hereunder or the provisions of clauses
                  (a) through (g) of this Section 902.

                  To secure a consent of the Holders under this Section, it
         shall not be necessary for such Holders to approve the particular form
         of any proposed amendment or waiver, but it shall be sufficient if such
         consent approves the substance thereof. After an amendment or waiver
         under this Section becomes effective, the Company shall mail to Holders
         a notice briefly describing the amendment or waiver."

SECTION 3.15.     CERTAIN INFORMATION CONCERNING TAX REPORTING.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), the
first two paragraphs of Section 1007 are hereby deleted in their entirety.

SECTION 3.16.     REDEMPTION OF SECURITIES.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Article
Eleven of the Base Indenture is hereby deleted in its entirety.

SECTION 3.17.     SINKING FUNDS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Article
Twelve of the Base Indenture is hereby deleted in its entirety.


                                       17
<PAGE>

SECTION 3.18.     NO RECOURSE AGAINST OTHERS.

                  Solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Base Indenture), Article
Fourteen of the Base Indenture is hereby amended by replacing it in the entirety
with the following:

                                "ARTICLE FOURTEEN
                           NO RECOURSE AGAINST OTHERS

                  No director, officer, employee, stockholder or Affiliate of
         the Company shall have any liability or any obligations under the Notes
         or this Indenture or for any claim based on, in respect of, or by
         reason of such obligations or the creation of such obligations. Each
         Holder by accepting a Note waives and releases all such liability with
         respect to each director, officer, employee, stockholder and Affiliate
         of the Company. This waiver and release are part of the consideration
         for the Notes. Each of such directors, officers, employees,
         stockholders and Affiliates of the Company is a third party beneficiary
         of this Article Fourteen."

                                  ARTICLE IV.

                                  MISCELLANEOUS

SECTION 4.1.      EFFECT OF HEADINGS.

                  The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.

SECTION 4.2.      SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this First Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

SECTION 4.3.      SEPARABILITY CLAUSE.

                  In case any provision in this First Supplemental Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

SECTION 4.4.      BENEFITS OF THE FIRST SUPPLEMENTAL INDENTURE.

                  Nothing in this First Supplemental Indenture or the Notes,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder and the Holders of the Notes, any benefit or any
legal or equitable right, remedy or claim under this First Supplemental
Indenture.


                                       18
<PAGE>

SECTION 4.5.      GOVERNING LAW.

                  This First Supplemental Indenture and the Notes created hereby
shall be governed by the laws of the State of New York, without giving effect to
such state's conflict of laws principles.

SECTION 4.6.      FIRST SUPPLEMENT TO SUPERSEDE BASE INDENTURE.

                  Except as expressly amended hereby, and as so amended only
solely with respect to the Notes (and not with respect to any other series of
Securities that may be issued under the Base Indenture), the Base Indenture
shall remain in full force and effect as of the date hereof, and the Base
Indenture is in all respects hereby ratified and confirmed. This First
Supplemental Indenture and all its provisions shall be deemed a part of the Base
Indenture in the manner and to the extent herein and therein provided.
Notwithstanding the foregoing, to the extent that any provision of the Base
Indenture shall conflict with any provision of this First Supplemental
Indenture, the terms of this First Supplemental Indenture shall be deemed
controlling and the conflicting provision of the Base Indenture shall be null
and void to the extent of such conflict.


         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


                                       19
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this First
Supplemental Indenture to be duly executed, and attested, all as of the date and
year first written above.

                                  DELTA AIR LINES, INC.


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


                                  THE BANK OF NEW YORK
                                  as Trustee


                                  By:    /s/ Craig A. Kaye
                                        -------------------------------------
                                  Name:  Craig A. Kaye
                                  Title: As Agent







<PAGE>



                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

[The following Global Securities Legend shall appear on the face of each Global
Security:

         THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
         HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY
         OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY,
         THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS NOTE FOR
         ALL PURPOSES.]

[In addition to the above, the following Global Securities Legend shall appear
on the face of each Global Security for which The Depository Trust Company is to
be the Depositary:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
         ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
         AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
         COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER,
         PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
         IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED
         NOTES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES
         REFERRED TO IN THE INDENTURE, THIS GLOBAL SECURITY MAY NOT BE
         TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
         DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
         ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
         NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE.]



                                      A-1
<PAGE>


                         [Restricted Securities Legend]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THE
         HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF
         DELTA AIR LINES, INC. THAT THIS SECURITY MAY NOT BE OFFERED, RESOLD,
         PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE LATER OF (A) THE
         EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO THE SALES OF THE
         SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT
         (OR ANY SUCCESSOR PROVISION) OR (B) THREE MONTHS AFTER SUCH HOLDER
         CEASES TO BE AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE
         SECURITIES ACT) OF DELTA AIR LINES, INC., OTHER THAN (1) TO DELTA AIR
         LINES, INC., (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
         PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
         PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
         BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT
         OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
         MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION
         (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE
         WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
         144 (IF AVAILABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE
         IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
         UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY PURCHASING
         THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF DELTA AIR
         LINES, INC. THAT IT IS (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A
         U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
         AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902
         UNDER) REGULATION S UNDER THE SECURITIES ACT.



                                      A-2
<PAGE>


CUSIP No.:                                                      $[     ,000,000]
          ----------------                                        -----

                              DELTA AIR LINES, INC.
                            10% SENIOR NOTES DUE 2008

         DELTA AIR LINES, INC. promises to pay to CEDE & CO. or registered
assigns, the principal sum of _____________________ DOLLARS ($______, 000, 000)
on August 15, 2008, and to pay interest thereon, as provided on the reverse
hereof, until the principal and any unpaid and accrued interest is paid or duly
provided for.

         Interest Payment Dates: February 15 and August 15, commencing February
15, 2004

         Regular Record Dates: February 1 and August 1

The provisions on the back of this certificate are incorporated as if set forth
on the face hereof.


                                      A-3
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.



                                DELTA AIR LINES, INC.



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





TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes of the series designated
herein and referred to in the within-mentioned Indenture:


THE BANK OF NEW YORK
as Trustee



By:
   ------------------------------------------
                Authorized Signature



Dated:
        ------------------------------





                                      A-4
<PAGE>


                                 [Back of Note]


                              DELTA AIR LINES, INC.
                            10% SENIOR NOTES DUE 2008

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       INTEREST. Delta Airlines, Inc., a Delaware
corporation (the "COMPANY") promises to pay interest on the principal amount of
this Note at 10% per annum semi-annually on February 15 and August 15 of each
year (for purposes of the Notes, each an "INTEREST PAYMENT DATE"), commencing
February 15, 2004. Interest on the Notes will accrue from September 9, 2003, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for. Interest on the Notes shall be calculated on the basis of a
360-day year of twelve 30-day months and, for any period shorter than a full
six-month interest period, on the basis of the actual number of days elapsed in
such period. If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, the required payment of principal of and interest
(including Additional Interest), if any, on the Notes will be made on the next
succeeding Business Day as if made on the date that such payment was due and no
interest will accrue on that payment for the period from and after the Interest
Payment Date or the Maturity Date, as applicable, to the date of payment on the
next succeeding Business Day.

                  2.       METHOD OF PAYMENT. The Holder must surrender Notes to
a Paying Agent to collect principal payments. The Company will pay the principal
and interest (including Additional Interest), if any, on the Notes at the office
or agency of the Company maintained for such purpose, in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. If the Notes are held in global form, principal and interest
(including Additional Interest), if any, on the Notes shall be paid by wire
transfer in immediately available funds in accordance with the written wire
transfer instruction supplied by such Holder from time to time to the Trustee
and Paying Agent (if different from the Trustee) at least two days prior to the
applicable Regular Record Date; provided that any payment to the Depositary or
its nominee shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and Paying Agent (if different from
Trustee) at least two days prior to the applicable Regular Record Date. With
respect to Notes held other than in global form, the Company will make payments
by wire transfer of immediately available funds to the account specified by the
Holders thereof or, if no such account is specified with respect to a Holder, by
mailing a check to the Holder's registered address.

                  3.       PAYING AGENT AND SECURITY REGISTRAR. The Bank of New
York, the Trustee under the Indenture, at its Corporate Trust Office, is hereby
initially designated as the Place of Payment and initially appointed as the
Security Registrar and Paying Agent for the Notes, and as agent for the Company
to receive all presentations, surrenders, notices and demands in respect of the
Notes. The Notes may be presented for registration of transfer and exchange at
the offices of the Security Registrar. The Company may change any Paying Agent



                                      A-1
<PAGE>

or Security Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act in any such capacity.

                  4.       INDENTURE. The Company issued the Notes under an
Indenture dated as of May 1, 1991 (the "BASE INDENTURE"), as supplemented and
amended by the First Supplemental Indenture dated as of September 9, 2003 (the
"FIRST SUPPLEMENTAL INDENTURE"), in each case between the Company and the
Trustee. The Base Indenture, as supplemented by the First Supplemental
Indenture, is herein referred to as the "INDENTURE." The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to, and qualified by, all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes issued under the Indenture are senior unsecured
obligations of the Company limited as provided in the Indenture to $683,500,000
in aggregate principal amount.

                  5.       DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Security Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture.

                  6.       PERSONS DEEMED OWNERS. The Person in whose name a
Note is registered in the Security Register may be treated as its owner for all
purposes.

                  7.       AMENDMENTS, SUPPLEMENTS AND WAIVERS. Subject to
certain exceptions, the Indenture and the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes), and any existing Default
(except a Default or Event of Default in the payment of principal of or interest
or Additional Interest, if any, on the Notes) may be waived with the consent of
the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

                  Without the consent of any Holder, the Indenture or the Notes
may be amended to: (a) cure any ambiguity, defect or inconsistency or make any
other changes in the provisions of the Indenture which the Company and the
Trustee may deem necessary or desirable, provided that such amendment does not
materially and adversely affect the rights of the Holders under the Indenture;
(b) evidence the succession of another person to the Company and provide for the
assumption by such successor of the covenants and obligations of the Company
under the Indenture and the Notes; (c) evidence and provide for the acceptance
of appointment under the Indenture of a successor Trustee; (d) make any changes
that would provide the Holders with any additional rights or benefits or that do
not adversely affect the legal rights under the Indenture of any Holder; (e)
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act; or (f) modify
the restrictions on,


                                      A-2
<PAGE>

and procedures for, resale and other transfers of the shares pursuant to law,
regulation or practice relating to the resale or transfer of Restricted
Securities generally.

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder): (a)
reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver; (b) reduce the principal of or change the fixed maturity
of any Note or, except as permitted pursuant to Section 901 of the Base
Indenture, as supplemented and amended by Section 3.10 of the First Supplemental
Indenture, alter the redemption or repurchase provisions with respect thereto;
(c) reduce the rate of or amount of, or change the time for payment of,
interest, including Defaulted Interest and Additional Interest, if any, on any
Note; (d) waive a Default or Event of Default in the payment of principal of or
interest (including Additional Interest), if any, on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the Notes then outstanding and a waiver of the
payment default that resulted from such acceleration); (e) make any Note payable
in money other than as provided for in the Indenture and in the Notes; (f) make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of or
interest (including Additional Interest), if any, on the Notes; or (g) make any
change to the abilities of Holders to enforce their rights hereunder or the
provisions of clauses (a) through (g) of Section 902 of the Base Indenture, as
supplemented and amended by Section 3.10 of the First Supplemental Indenture.

                  8.       DEFAULTS AND REMEDIES. An Event of Default shall be
deemed to have occurred if: (a) the Company defaults in the payment of any
installment of interest (including Additional Interest, if any) on the Notes
when due and continuance of such default for 30 days or more; (b) the Company
defaults in the payment of principal of the Notes when due; (c) the Company
fails to comply or observe in any material respect (other than a default set
forth in the foregoing clauses 8(a) and 8(b) and the following clause 8(d)) any
other covenant or agreement of the Company in respect of the Notes set forth in
this Indenture or the Notes, and fails to remedy such default or breach within a
period of 60 days after the receipt of written notice to the Company from the
Trustee or to the Company and the Trustee from the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding; (d) a default under
any credit agreement, mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any Restricted Subsidiary, other than any such
Indebtedness which is non-recourse to the Company or any Restricted Subsidiary,
whether such Indebtedness exists on the date of this Indenture or shall
hereafter be created, which default (i) is caused by a failure to pay when due
any principal on such Indebtedness at the final stated maturity date of such
Indebtedness (which failure continues beyond any applicable grace period) (a
"PAYMENT DEFAULT") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity (without such acceleration being rescinded or
annulled) and, in each case, the principal amount of such Indebtedness, together
with the principal amount of any other such Indebtedness under which there is a
Payment Default or the maturity of which has been so accelerated, aggregates to
$75,000,000 or more and such Payment Default is not cured or such acceleration
is not annulled within 30 days after receipt of written notice to the Company
from the Trustee or to the Company and the Trustee from Holders of at least 25%
in aggregate principal amount of the


                                      A-3
<PAGE>


Notes then outstanding; or (e) certain events involving bankruptcy, insolvency
or reorganization of the Company.

         If an Event of Default (other than an Event of Default specified in
clauses (e) and (f) of Section 5.01 of the Base Indenture, as supplemented and
amended by this First Supplemental Indenture) occurs and is continuing, then and
in every such case the Trustee, by written notice to the Company, or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding, by
written notice to the Company and the Trustee, may declare the unpaid principal
of and accrued and unpaid interest (including Additional Interest and Defaulted
Interest), if any on all the Notes then outstanding to be due and payable. Upon
such declaration such principal amount and accrued and unpaid interest
(including Additional Interest and Defaulted Interest), if any, shall become
immediately due and payable, notwithstanding anything contained in this
Indenture or the Notes to the contrary. If any Event of Default specified in
clauses (e) or (f) of Section 5.01 of the Base Indenture, as supplemented and
amended by this First Supplemental Indenture, occurs, all unpaid principal of
and accrued and unpaid interest (including Additional Interest and Defaulted
Interest), if any, on the Notes then outstanding shall become automatically due
and payable, without any declaration or other act on the part of the Trustee or
any Holder.

                  If a Default or Event of Default occurs and is continuing and
if it is known to a Trust Officer of the Trustee, the Trustee shall mail to each
Holder a notice of the Default or Event of Default within 90 days after the
occurrence of such Default or Event of Default. Except in the case of a Default
or Event of Default in payment of principal of, or interest or Additional
Interest, if any, on any Note, the Trustee may withhold the notice if and so
long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interest of the Holders.

                  The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may
require an indemnity satisfactory to it before it enforces the Indenture or the
Notes. Subject to certain limitations, Holders of at least a majority in
principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power.

                  9.       TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar and any other
agent of the Company, in its individual or any other capacity, may become the
owner of the Notes and, subject to Sections 608 and 613 of the Base Indenture,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

                  10.      NO RECOURSE AGAINST OTHERS. No director, officer,
employee, stockholder or Affiliate, as such, of the Company shall have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability
with respect to each director, officer, employee, stockholder and Affiliate of
the Company. The waiver and release are part of the consideration for the Notes.


                                      A-4
<PAGE>

                  11.      AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an Authenticating Agent.

                  12.      ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  13.      CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                  14.      REGISTRATION RIGHTS AGREEMENT. The Holder of this
Note is entitled to the benefits of a Registration Rights Agreement, dated
September 9, 2003, among the Company, the Trustee and the Dealer Managers (the
"REGISTRATION RIGHTS AGREEMENT"). Unless otherwise defined in the Indenture,
capitalized terms used in this paragraph 14 shall have the meanings assigned to
them in the Registration Rights Agreement.

                  In accordance with the terms of the Registration Rights
Agreement, in the event the Exchange Offer with respect to the Notes is not
consummated and a Shelf Registration Statement with respect to the Notes is not
declared effective on or prior to the 270th day (or, if such 270th day is not a
Business Day, the first Business Day thereafter) after the date hereof, the
interest rate on the Initial Notes will be increased by 0.25% per annum from and
including such 270th day to but excluding such date that the Exchange Offer is
consummated or a Shelf Registration Statement is declared effective by the
Commission. In the event that the Shelf Registration Statement required to be
effective pursuant to the Registration Rights Agreement ceases to be effective
at any time during the period specified under the Registration Rights Agreement
for more than 60 days, whether or not consecutive, during any 12-month period,
the interest rate borne by the Notes shall be increased by 0.25% per annum from
the 61st day of the applicable 12-month period such Shelf Registration Statement
ceases to be effective until such time as the Shelf Registration Statement again
becomes effective. Any amounts payable under this Section 2(d) shall be deemed
"ADDITIONAL INTEREST" for purposes of the Registration Rights Agreement.

                  Additional Interest shall be paid by depositing with the
Trustee, in trust, for the benefit of the Holders of Registrable Notes, on or
before the applicable Interest Payment Date, immediately available funds in sums
sufficient to pay the Additional Interest then due. The Additional Interest, if
any, due shall be payable to the Holders of the Notes at the close of business
on the Regular Record Date for such interest, which shall be the February 1 and
August 1, whether or not a Business Day, immediately preceding the relevant
Interest Payment Date.

                  The above description of certain provisions of the
Registration Rights Agreement is qualified by reference to, and is subject in
its entirety to, the more complete description thereof contained in the
Registration Rights Agreement.


                                      A-5
<PAGE>

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Base Indenture, the First Supplemental
Indenture and the Registration Rights Agreement. Requests may be made to:

                  Delta Air Lines, Inc.
                  P.O. Box 20706
                  Atlanta, Georgia 30320
                  Attention: Investor Relations, Department No. 829
                  Telephone No.: (404) 715-2600

                  15.      SINKING FUND. The Notes do not have the benefit of
any sinking fund obligations.

                  16.      GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THIS NOTE, WITHOUT GIVING EFFECT TO SUCH STATE'S
CONFLICT OF LAWS PRINCIPLES.


                                      A-6
<PAGE>


                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

         (I) or (we) assign and transfer this Note to


--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)


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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint______________________________________________________ to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.


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

Date:
     --------------------

Your Signature:
                ----------------------------------------------------------------
                  (Sign exactly as your name appears on the face of this Note)


                                      A-7
<PAGE>


[FOR INCLUSION ONLY IF THIS NOTE BEARS A RESTRICTED SECURITIES LEGEND.]

In connection with any transfer of any of the Notes evidenced by this
certificate that are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Notes are being transferred:

         CHECK ONE BOX BELOW

         (1)      [_]      to the Company; or

         (2)      [_]      pursuant to and in compliance with Rule 144A under
                           the Securities Act of 1933; or

         (3)      [_]      pursuant to and in compliance with Regulation S under
                           the Securities Act of 1933; or

         (4)      [_]      pursuant to an exemption from registration under the
                           Securities Act of 1933 provided by Rule 144
                           thereunder.

Unless one of the boxes is checked, the Security Registrar will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; provided, however, that if box
(3) or (4) is checked, the Security Registrar may require, prior to registering
any such transfer of the Notes, such certifications and other information, and
if box (4) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the Trustee and Security Registrar of a
standing letter of instruction, to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933; provided that this
paragraph shall not be applicable to any Notes which are not "restricted
securities" (as defined in Rule 144 (or any successor thereto) under the
Securities Act).


Your Signature:
                ----------------------------------------------------------------
                  (Sign exactly as your name appears on the face of this Note)


Date:
     --------------------


Medallion Signature Guarantee:
                              --------------------------------------------------



                                      A-8
<PAGE>

                         SCHEDULE OF EXCHANGES OF NOTES*

                  The following exchanges of a part of this Global Security for
an interest in another Global Security or for Certificated Securities have been
made have been made:

<TABLE>
<CAPTION>
                                Amount of              Amount of          Principal Amount of
                               decrease in            increase in        this Global Security       Signature of
                            Principal Amount        Principal Amount        following such       authorized officer
                             of this Global          of this Global          decrease (or           of Trustee or
    Date of Exchange            Security                Security               increase           Security Registrar
    ----------------        ----------------        ----------------     ---------------------   -------------------
<S>                         <C>                     <C>                  <C>                     <C>

</TABLE>


------------------
*This schedule should be included only if the Note is issued in global form.


                                      A-9