Delta Air Lines today
announced that it has entered into a commitment letter with American
Express Travel Related Services Company, Inc. (“Amex”) to provide up to
$600 million of financing to Delta, subject to satisfaction of certain
conditions. Up to $100 million of the financing will be in the form of a loan from
Amex as part of a new credit facility currently being negotiated with
other lenders, for which a commitment has not yet been obtained from such
other lenders, and $500 million of the amount will be in the form of a
prepayment of SkyMiles. The prepayment by Amex to Delta will be made in
two installments, each in an amount of $250 million, and each subject to
significant conditions that are set forth in greater detail in the Form
8-K that Delta Air Lines filed today with the Securities and Exchange
Commission. The first installment would be paid upon timely satisfaction
of the conditions and the second installment would be paid, subject to the
conditions, on a business day specified by Delta that is at least 90 days
after the initial prepayment installment.

Both the credit facility and the prepayment facility would be fully
collateralized by a pool of assets. The prepayment would be credited in
equal monthly installments toward SkyMiles purchases to be made by Amex
during the 24-month period beginning on the first anniversary of the
initial prepayment installment and ending on the third anniversary of that
installment.

Delta and its wholly owned subsidiary, Delta Loyalty Management Services,
Inc., the manager of the Delta SkyMiles Program, also signed agreements
with Amex for a multi-year extension of their co-branded credit card,
Membership Rewards, and merchant services relationships.

“As our September quarter 2004 losses demonstrate, time is now very
critical for Delta,” said Gerald Grinstein, Delta’s chief executive
officer. “American Express’ role in Delta’s transformation process
demonstrates the commitment and determination of one of our key
stakeholders in helping to restructure the company.”
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