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EXHIBIT 4.11
DELTA FAMILY-CARE
SAVINGS PLAN
AMENDMENT NO. 1
to the
NOTE PURCHASE AGREEMENT
among
DELTA FAMILY-CARE SAVINGS
SAVINGS PLAN,
Issuer
DELTA AIR LINES, INC.,
Guarantor
and
the
PARTY NAMED HEREIN AS THE PURCHASER,
Purchaser
Dated as of July 27, 1999
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THIS AMENDMENT (the "AMENDMENT"), dated as of July 27, 1999 to the Note
Purchase Agreement (the "NOTE PURCHASE AGREEMENT") dated as of February 22, 1990
among the Delta Family-Care Savings Plan and the trust established thereunder
(together, the "ESOP"), Delta Air Lines, Inc., a Delaware corporation (together
with its successors and assigns, the "COMPANY"), and the party identified on the
signature page hereof as the Purchaser (the "PURCHASER").
RECITALS
WHEREAS, the ESOP has previously issued $481,400,000 aggregate
principal amount of Guaranteed Serial ESOP Notes (the "NOTES") in three series
pursuant to several Note Purchase Agreements, each dated February 22, 1990,
among the ESOP, as issuer, the Company, as guarantor, and the respective
purchasers named therein, (collectively, including the Note Purchase Agreement,
the "NOTE PURCHASE AGREEMENTS");
WHEREAS, the ESOP has repaid in whole the Series A Notes and the Series
B Notes issued under the Note Purchase Agreements, and there is currently
outstanding $290,194,981 aggregate principal amount of Series C Notes under the
Note Purchase Agreements;
WHEREAS, the Purchaser is the holder of record as of 5:00 p.m., New
York City time, on July 8, 1999 (such time and date, the "RECORD DATE") of the
principal amount of Series C Notes issued under the Note Purchase Agreement as
set forth opposite its name on the signature page hereto;
WHEREAS, the Company desires to execute and deliver this Amendment for
the purpose of eliminating from the Note Purchase Agreements certain negative
covenants applicable to the Company, and the ESOP has consented to this
Amendment;
WHEREAS, Section 14.3 of each of the Note Purchase Agreements provides
that the Note Purchase Agreements may be amended, subject to certain exceptions
specified in such Section 14.3, which are not applicable to the Amendment, with
the consent of the ESOP, the Company and the holders of at least two-thirds of
the aggregate principal amount of the Notes of all series outstanding at the
time of a determination required under the Note Purchase Agreements (the
"REQUISITE CONSENTS");
WHEREAS, contemporaneously with this Amendment, the ESOP and the
Company propose to enter into similar agreements with the other holders of
Series C Notes in order to obtain the Requisite Consents to amend the Note
Purchase Agreements as set forth in Article 1 of this Amendment (the "PROPOSED
AMENDMENT");
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WHEREAS, the ESOP, the Company and the Purchaser have agreed that the
Note Purchase Agreement be amended in the manner provided for in this Amendment;
WHEREAS, all other conditions and requirements necessary to make this
Amendment valid and binding in accordance with its terms and the terms of the
Note Purchase Agreement have been satisfied.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the ESOP, the Company and the Purchaser hereby
covenant and agree as follows:
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Note Purchase Agreement.
ARTICLE 1
AMENDMENTS TO CERTAIN PROVISIONS OF THE NOTE PURCHASE AGREEMENT
SECTION 1.1. Amendment of Certain Provisions of the Note Purchase
Agreement. The Note Purchase Agreement is hereby amended in the following
respects:
The Section headings and the text of each of Sections 6.1 and 6.2, and
all references thereto, are hereby deleted in their entirety and replaced with
the following:
"[Intentionally Deleted by Amendment]".
ARTICLE 2
SUNDRY PROVISIONS
SECTION 2.1. Effect of Amendment. Subject to Section 3.01 of this
Amendment, upon the execution and delivery of this Amendment by the ESOP, the
Company and the Purchaser, the Note Purchase Agreement shall be modified in
accordance herewith, and this Amendment shall form a part of the Note Purchase
Agreement for all purposes; and every holder of Notes issued under the Note
Purchase Agreement shall be bound thereby. Subject to Section 3.01 of this
Amendment, upon the execution of this Amendment, the Proposed Amendment
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shall automatically take effect.
SECTION 2.2. Note Purchase Agreement Remains in Full Force and Effect.
Except as amended hereby, all provisions in the Note Purchase Agreement shall
remain in full force and effect.
SECTION 2.3. Note Purchase Agreement and Amendment Construed Together.
The Note Purchase Agreement and this Amendment shall henceforth be read and
construed together.
ARTICLE 3
MISCELLANEOUS
SECTION 3.1. Effectiveness. The effectiveness of this Amendment is
conditioned upon the Required Holders having executed an amendment to the Note
Purchase Agreements in substantially the form hereof. This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original
and all of which shall constitute but one and the same instrument.
SECTION 3.2. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
SECTION 3.3. Separability Clause. In case any provision in this
Amendment 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 3.4. Governing Law. This Amendment shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York, without giving effect to the principles of
conflict of law thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the date first above
written.
Guarantor:
DELTA AIR LINES, INC.
By:
--------------------------------
Name:
Title:
Issuer:
DELTA FAMILY-CARE SAVINGS PLAN
By: FIDELITY MANAGEMENT TRUST
COMPANY, as ESOP Trustee
By:
--------------------------------
Name:
Title:
-----------------------------------
Outstanding principal
amount of Notes held
on the Record Date: Purchaser:
$
-------------------------------- By:
--------------------------------
Name:
Title:
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