EX-1.(B) 4 de600102-ex1b.txt AMENDMENT TO UNDERWRITING AGREEMENT EXHIBIT 1(b) DELTA AIR LINES, INC. Pass Through Certificates, Series 2001-1 AMENDMENT TO UNDERWRITING AGREEMENT September 17, 2001 Salomon Smith Barney Inc. J.P. Morgan Securities Inc. Commerzbank Capital Markets Corp. Mizuho International plc SunTrust Capital Markets Inc. Tokyo-Mitsubishi International plc Credit Lyonnais Securities (USA) Inc. KBC Financial Products USA Inc. c/o Salomon Smith Barney Inc. 390 Greenwich Street 4th Floor New York, NY 10013 c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10017 Ladies and Gentlemen: 1. Reference is made to the Underwriting Agreement between us dated September 6, 2001 (the "Original Agreement"; capitalized terms used herein, unless defined herein, are being used herein as defined therein). Delta Air Lines, Inc. hereby proposes to amend the Original Agreement by substituting for Schedule A thereto the Revised Schedule A attached to this Amendment. 2. In all respects not inconsistent with the terms and provisions of this Amendment, the Original Agreement shall continue to be in full force and effect in accordance with the terms and conditions thereof. From and after the date hereof, each reference to the Original Agreement in any other instrument or document shall be deemed a reference to the Original Agreement as amended hereby, unless the context otherwise requires. If the foregoing is in accordance with your understanding, please sign and return a counterpart hereof to the Company, plus a counterpart hereof for the Company's counsel, whereupon this letter shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, DELTA AIR LINES, INC. By: -------------------------------- Name: Title: Accepted as of the date hereof: SALOMON SMITH BARNEY INC. By: -------------------------------- Name: Title: J.P. MORGAN SECURITIES INC. By: -------------------------------- Name: Title: REVISED SCHEDULE A TO UNDERWRITING AGREEMENT Class of Aggregate Final Expected Pass Through Principal Regular Distribution Certificates Amount Interest Rate Date 2001-1, Class A-1 $300,000,000 6.619% March 18, 2011 2001-1, Class A-2 $571,148,000 7.111% September 18, 2011 2001-1, Class B $207,070,000 7.711% September 18, 2011 2001-1, Class C $169,782,000 7.299% September 18, 2006