Delta Airlines 2003 Annual Report Download - page 178

fully protect the Company, the Trustee, any Agent and any authenticating agent
from any loss, liability, cost or expense which any of them may suffer or incur
if the Note is replaced. The Company and the Trustee may charge the relevant
Holder for their expenses in replacing any Note.
(b) The Trustee or any authenticating agent may authenticate any such
substituted Note, and deliver the same upon the receipt of such security or
indemnity as the Trustee and the Company may require. Upon the issuance of any
substituted Note, the Company and the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. In case any Note
which has matured or is about to mature, submitted for redemption or repurchase
pursuant to Article 4 or is about to be converted into Common Stock pursuant to
Articles 11 and 12, shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Note, pay or authorize the payment
of or convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Note), as the case may be, if the applicant
for such payment or conversion shall furnish to the Company, to the Trustee and,
if applicable, to the paying agent or conversion agent such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless for any loss, liability, cost or expense caused by or connected with
such substitution, and, in case of destruction, loss or theft, evidence
satisfactory to the Company, the Trustee and, if applicable, any paying agent or
conversion agent of the destruction, loss or theft of such Note and of the
ownership thereof.
(c) Every replacement Note is an additional obligation of the Company
and shall be entitled to all the benefits provided under this Indenture equally
and proportionately with all other Notes duly issued, authenticated and
delivered hereunder.
SECTION 2.08 Outstanding Convertible Senior Notes.
The Notes outstanding at any time are all the Notes properly
authenticated by the Trustee except for those cancelled by the Trustee, those
delivered to it for cancellation, and those described in this Section as not
outstanding.
If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.
If Notes are considered paid under Section 3.01 or converted pursuant
to Articles 11 and 12, they cease to be outstanding, and interest and Liquidated
Damages, if any, on them ceases to accrue.
Subject to Section 2.09 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.
SECTION 2.09 When Treasury Convertible Senior Notes Disregarded.
In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or
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