Delta Airlines 2003 Annual Report Download - page 191

(h) In the case of any reclassification, change, consolidation, merger,
share exchange, combination or sale or conveyance to which Section 11.06 applies
in which the Common Stock of the Company is changed or exchanged as a result
into the right to receive stock, securities or other property or assets
(including cash) which includes shares of Common Stock of the Company or another
person that are, or upon issuance will be, traded on a United States national
securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities other property and assets
(including cash) (as determined by the Company, which determination shall be
conclusive and binding), then the person formed by such consolidation or
resulting from such merger or share exchange or which acquires such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture (which shall comply with the TIA as in force at the date of execution
of such supplemental indenture) modifying the provisions of this Indenture
relating to the right of Holders to cause the Company to repurchase Notes
following a Designated Event, including the applicable provisions of this
Section 4.09 and the definition of Designated Event, as determined in good faith
by the Company (which determination shall be conclusive and binding), to make
such provision apply to such common stock and the issuer thereof if different
from the Company and Common Stock of the Company (in lieu of the Company and the
Common Stock of the Company).
SECTION 4.10 Effect of Purchase Notice or Designated Event Repurchase Notice.
(a) Upon receipt by the Paying Agent of the Purchase Notice or
Designated Event Repurchase Notice specified in Section 4.08 or Section 4.09, as
applicable, the Holder in respect of which such Purchase Notice or Designated
Event Repurchase Notice, as the case may be, was given shall (unless such
Purchase Notice or Designated Event Repurchase Notice is withdrawn as specified
in the following two paragraphs) thereafter be entitled to receive solely the
Purchase Price or Designated Event Repurchase Price, as the case may be, with
respect to such Note. Such Purchase Price or Designated Event Repurchase Price
shall be paid to such Holder, subject to receipt of funds by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Designated Event
Offer Termination Date, as the case may be, with respect to such Note (provided
the conditions in Section 4.08 or Section 4.09, as applicable, have been
satisfied) and (y) the time of delivery of such Note to the Paying Agent by the
Holder thereof in the manner required by Section 4.08 or Section 4.09, as
applicable. Notes in respect of which a Purchase Notice or Designated Event
Repurchase Notice, as the case may be, has been given by the Holder thereof may
not be converted pursuant to Articles 11 and 12 hereof on or after the date of
the delivery of such Purchase Notice or Designated Event Repurchase Notice, as
the case may be, unless such Purchase Notice or Designated Event Repurchase
Notice, as the case may be, has first been validly withdrawn as specified in the
following paragraph.
(b) A Purchase Notice or Designated Event Purchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Purchase Notice or
Designated Event Purchase Notice, as the case may be, at any time prior to the
close of business on the Purchase Date or the Designated Event Payment Date, as
the case may be, specifying:
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