Delta Airlines 2003 Annual Report Download - page 193

instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Note, without service charge, a new Note or Notes,
of any authorized denomination as requested by such Holder in aggregate
principal amount equal to, and in exchange for, the portion of the principal
amount of the Notes so surrendered which is not purchased.
SECTION 4.13 Covenant to Comply with Securities Laws upon Purchase of
Convertible Senior Notes.
In connection with any offer to purchase or purchase of Notes under
Section 4.08 or 4.09 hereof (provided that such offer or purchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Company shall, to the extent applicable, (i) comply
with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related
Schedule TO (or any successor schedule, form or report) under the Exchange Act,
and (iii) otherwise comply with all federal and state securities laws so as to
permit the rights and obligations under Sections 4.08 and 4.09 to be exercised
in the time and in the manner specified in Sections 4.08 and 4.09.
SECTION 4.14 Repayment to the Company.
The Trustee and the Paying Agent shall return to the Company any cash
that remains unclaimed, together with interest or dividends, if any, thereon
(subject to the provisions of Section 7.01(f)), held by them for the payment of
the Purchase Price or Designated Event Repurchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 4.11 exceeds the aggregate Purchase
Price or Designated Event Repurchase Price, as the case may be, with respect to
the Notes or portions thereof which the Company is obligated to purchase as of
the Purchase Date or Designated Event Repurchase Date, as the case may be,
whether as a result of withdrawal or otherwise, then promptly after the business
day following the Purchase Date or Designated Event Repurchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).
ARTICLE 5
SUCCESSORS
SECTION 5.01 Company May Consolidate, etc., Only on Certain Terms
The Company shall not consolidate with or merge into any other person
or convey, transfer or lease its properties and assets substantially as an
entirety to any person, and the Company shall not permit any person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company unless:
(a) either:
(i) the Company shall be the continuing corporation; or
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