Originally Posted by Delta Press Release

Delta Air Lines Announces Agreement to Defer Approximately $135 Million of Debt Due in 2005

Monday October 25, 5:38 pm ET

ATLANTA, Oct. 25 /PRNewswire-FirstCall/ -- Delta Air Lines (NYSE: DAL - News) today announced that it has reached an agreement with the holders of approximately $135 million aggregate principal amount of its 7.70 percent Notes due 2005 to exchange their notes for newly issued 8.0 percent Senior Notes due 2007. Under the agreement, for each $1,000 of notes surrendered for exchange, these noteholders will receive $1,000 principal amount of new 8.00 percent Senior Notes due 2007 and a pro rata allocation of a number of shares of Delta's common stock to be issued.

The total number of shares of Delta's common stock to be issued in the exchange will be equal to $22.5 million divided by a price per share referred to as the VWAP Price. The VWAP Price will be the arithmetic average of (i) the volume-weighted average price of Delta's common stock, determined by reference to Bloomberg function "DAL Equity AQR," for each of the trading days in the period beginning Oct. 7, 2004 and ending Oct. 21, 2004, and (ii) the volume-weighted average price of Delta's common stock, determined by reference to Bloomberg function "DAL Equity AQR," for each of the trading days in the period beginning five trading days before and ending five trading days after approval by the Master Executive Council of the Air Line Pilots Association, International ("ALPA") of a new contract between Delta and ALPA. To the extent that the VWAP Price is less than $3.60 per share, Delta will have the option to pay cash in lieu of all or a portion of the amount by which the VWAP Price is less than $3.60, so that the sum of (x) any aggregate cash received and (y) the product of the aggregate number of shares of Delta's common stock received and the VWAP Price is equal to $22.5 million.

Consummation of the exchange is subject to several conditions including, without limitation, the condition, which may not be waived by Delta, that Delta has received and accepted tenders of at least 50 percent of the aggregate principal amount of its Pass-Through Certificates, Series 2000-1C and Pass Through Certificates, Series 2001-1C as a part of Delta's offer to exchange up to $680 million aggregate principal amount of three series of newly issued senior secured notes to the holders of $2.6 billion aggregate principal amount of outstanding unsecured debt securities and enhanced pass through certificates (the "Exchange Offer").

Delta's 8.0 percent Senior Notes due 2007, shares of its common stock, and any new notes issued in connection with the Exchange Offer will not be registered under the Securities Act of 1933, or any state securities laws. Therefore, the 8.0 percent Senior Notes, shares of Delta's common stock, and any new notes issued in connection with the Exchange Offer may not be offered or sold in the United States absent an exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. Delta has agreed to file a registration statement to register the 8.0 percent Senior Notes and the shares of common stock for resale by the holders. This announcement is neither an offer to sell nor a solicitation of an offer to buy the 8.0 percent Senior Notes, shares of Delta's common stock, or any new notes issued in connection with the Exchange Offer.