Delta Airlines 2003 Annual Report Download - page 194

(ii) the person formed by or surviving any such
consolidation or share exchange or into which the Company is merged (if
other than the Company) or the person which acquires by sale,
assignment, transfer, lease, conveyance or other disposition the
properties and assets of the Company as an entirety or substantially as
an entirety:
(1) shall be a corporation, partnership or trust
organized under the laws of the United States or any State
thereof or the District of Columbia; and
(2) shall expressly assume, by supplemental indenture in
form reasonably satisfactory to the Trustee, executed and
delivered to the Trustee, in form satisfactory to the Trustee,
the due and punctual payment of the principal of and interest
and Liquidated Damages, if any, on all of the Notes and the
performance or observance of every covenant of the Notes and
this Indenture on the part of the Company to be performed or
observed, including, without limitation, modifications to
rights of Holders to cause the repurchase of Notes upon a
Designated Event in accordance with Section 4.09(h) and
conversion rights in accordance with Section 11.06 to the
extent required by such Sections;
(b) in all cases, immediately after giving effect to such transaction
no Default and no Event of Default shall have occurred and be continuing; and
(c) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.
SECTION 5.02 Successor Corporation Substituted.
Upon any consolidation of the Company with, or merger of the Company
into, any other person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with this
Article 5, the successor person formed by such consolidation or into which the
Company is merged or into which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor person shall be relieved of all obligations and
covenants under this Indenture and the Notes.
SECTION 5.03 Repurchase at the Option of Holders upon Designated Event.
This Article 5 does not affect the obligations of the Company
(including without limitation any successor to the Company) under Section 4.09.
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