Delta Airlines 2003 Annual Report Download - page 177

portion thereof), as applicable, to be transferred, such instructions to contain
the name or names of the designated transferee or transferees, the authorized
denomination or denominations of the Notes in definitive form to be so issued
and appropriate delivery instructions, and (3) such certifications or other
information and, in the case of transfers pursuant to Rule 144 under the
Securities Act, legal opinions as the Company may reasonably require to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
(including the certification requirements intended to ensure that such transfers
comply with Rule 144A or Regulation S under the Securities Act, as the case may
be), and upon compliance with such other procedures as may from time to time be
adopted by the Company and the Registrar.
(f) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Notes are issued upon the registration of transfer, exchange or
replacement of Notes bearing a Restricted Securities Legend, or if a request is
made to remove such a Restricted Securities Legend on the Notes, the Notes so
issued shall bear the Restricted Securities Legend, or a Restricted Securities
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
given in accordance with the laws in the State of New York, as may be reasonably
required by the Company, that neither the legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities
Act or that such Notes are not "restricted" within the meaning of Rule 144 under
the Securities Act. Upon provision to the Company of such satisfactory evidence,
the Trustee, at the written direction of the Company, shall authenticate and
deliver Notes that do not bear the legend. The Company shall not otherwise be
entitled to require the delivery of a legal opinion in connection with any
transfer or exchange of Securities.
(g) Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary.
(h) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Notes (including any transfers between or among the Depositary's
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation as is
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture and to examine the same to determine substantial compliance as
to form with the express requirements hereof.
SECTION 2.07 Replacement Convertible Senior Notes.
(a) If the Holder claims that its Note has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company as a condition of receiving a replacement
Note, the Holder must provide a certificate of loss and an indemnity and/or an
indemnity bond sufficient, in the judgment of both the Company and the Trustee,
to
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