Delta Airlines 2003 Annual Report Download - page 190

the principal amount of Notes the Holder delivered for purchase, the
certificate number(s) or CUSIP number(s) of the Notes and a statement
that such Holder is withdrawing his election to have such Notes
purchased;
(xi) that Holders whose Notes are repurchased only in part
will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered;
(xii) the procedures that Holders must follow in order to
tender their Notes; and
(xiii) that in the case of a Designated Event Repurchase
Date that is also an Interest Payment Date, the interest payment and
Liquidated Damages, if any, due on such date shall be paid to the
person in whose name the Note is registered at the close of business on
the relevant Designated Event Offer Termination Date.
(d) A Holder may exercise its rights specified in this Section 4.09
upon delivery of a Designated Event Repurchase Notice to the Trustee with a copy
to the Paying Agent at any time on or prior to the Designated Event Offer
Termination Date.
(e) The delivery of a Holder's Notes to the Trustee and the Paying
Agent with the Designated Event Repurchase Notice (together with all necessary
endorsements) at the office of the Trustee and the Paying Agent shall be a
condition to the receipt by the Holder of the Designated Event Repurchase Price
therefor; provided, however, that such Designated Event Repurchase Price shall
be so paid pursuant to this Section 4.09 only if the Notes so delivered to the
Trustee and the Paying Agent shall conform in all respects to the description
thereof set forth in the related Designated Event Repurchase Notice.
(f) Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Designated Event Repurchase Notice
contemplated by this Section 4.09 shall have the right to withdraw such
Designated Event Repurchase Notice at any time on or prior to the Designated
Event Offer Termination Date by delivery of a written notice of withdrawal to
the Paying Agent in accordance with Section 4.10. The Paying Agent shall
promptly notify the Company of the receipt by it of any Designated Event
Repurchase Notice or written withdrawal thereof.
(g) On the Designated Event Offer Termination Date, the Company shall
(i) accept for payment all Notes or portions thereof properly tendered pursuant
to the Designated Event Offer, (ii) deposit with the Paying Agent money
sufficient to pay the Designated Event Repurchase Price with respect to all
Notes or portions thereof so tendered and accepted and (iii) deliver or cause to
be delivered to the Trustee for cancellation the Notes so accepted together with
an Officers' Certificate setting forth the aggregate principal amount of Notes
or portions thereof tendered to and accepted for payment by the Company. On the
Designated Event Repurchase Date, the Paying Agent shall mail or deliver the
Designated Event Repurchase Price to the Holders so accepted and the Trustee
shall promptly authenticate and mail or cause to be transferred by book-entry to
such Holders a new Note equal in principal amount to any unpurchased portion of
the Note surrendered, if any; provided that such new Notes will be in a
principal amount of $1,000 or an integral multiple thereof. Any Notes not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.
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