Delta Airlines 2003 Annual Report Download - page 173

SECTION 1.04 Rules of Construction.
Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
(c) "or" is not exclusive;
(d) words in the singular include the plural, and in the plural
include the singular; and
(e) the male, female and neuter genders include one another.
ARTICLE 2
THE CONVERTIBLE SENIOR NOTES
SECTION 2.01 Form.
(a) GLOBAL SECURITIES. The Notes are being offered and sold by the
Company pursuant to the Purchase Agreement. The Notes are being offered and sold
(i) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S") or (ii) to "qualified institutional
buyers" (as defined in Rule 144A) in reliance on Rule 144A under the Securities
Act ("Rule 144A"), each pursuant to the Purchase Agreement, and shall be issued
in the form of one or more permanent global securities in definitive, fully
registered form without interest coupons with the Global Securities Legend and
Restricted Securities Legend as set forth in Exhibit A hereto (each, a "Global
Security"). Any Global Security shall be deposited on behalf of the purchasers
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 (and, in the case
of Notes held in accordance with Regulation S, registered in the name of the
Depositary or a nominee of the Depositary for the accounts of designated agents
holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking,
societe anonyme ("Clearstream")), 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.
(b) BOOK-ENTRY PROVISIONS. This Section 2.01(b) shall apply only to a
Global Security deposited with or on behalf of the Depositary. The Company shall
execute and the Trustee shall, in accordance with this Section 2.01(b) and the
written order of the Company, authenticate and deliver initially one or more
Global Securities that (i) shall be registered in the name of Cede & Co. or
other nominee of such Depositary and (ii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instructions or held by the
Trustee as custodian for the Depositary.
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