Delta Airlines 2003 Annual Report Download - page 215

SECTION 11.02 Exercise of Conversion Privilege; Issuance of Common Stock on
Conversion; No Adjustment for Interest or Dividends.
(a) To exercise, in whole or in part, the conversion privilege
with respect to any Note, the Holder shall surrender such Note, duly endorsed,
at an office or agency maintained by the Company pursuant to Section 2.03,
accompanied by funds, if any, required by Section 11.02(e) hereof, and shall
give written notice of conversion in the form provided on the Notes (or such
other notice which is acceptable to the Company), duly signed and completed, to
the office or agency stating that the Holder elects to convert such Note or such
portion thereof specified in said notice. Such notice shall also state the name
or names (with address or addresses) in which the certificate or certificates
for shares of Common Stock which are issuable on such conversion shall be
issued, and shall be accompanied by transfer taxes, if required pursuant to
Section 11.07.
(b) Each Note surrendered for conversion shall, unless the shares
issuable on conversion are to be issued in the same name as the registration of
such Note, be duly endorsed by, or be accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the Holder or his or her duly
authorized attorney. The Holder will not be required to pay any tax or duty
which may be payable in respect of the issue or delivery of Common Stock on
conversion, but will be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue or delivery of Common Stock in a
name other than the same name as the registration of such Note.
(c) As promptly as practicable after satisfaction of the
requirements for conversion set forth above, the Company shall issue and shall
deliver to such Holder at the office or agency maintained by the Company for
such purpose pursuant to Section 2.03, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of such Note
or portion thereof in accordance with the provisions of this Article 11 and a
check or cash in respect of any fractional interest in respect of a share of
Common Stock arising upon such conversion, as provided in Section 11.03 (which
payment, if any, shall be paid no later than five business days after
satisfaction of the requirements for conversion set forth above). Certificates
representing shares of Common Stock will not be issued or delivered unless all
taxes and duties, if any, payable by the Holder have been paid. In case any Note
of a denomination of an integral multiple greater than $1,000 is surrendered for
partial conversion, and subject to Section 2.02, the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder so surrendered, without
charge to him or her, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.
(d) Each conversion shall be deemed to have been effected as to
any such Note (or portion thereof) on the date on which the requirements set
forth above in this Section 11.02 have been satisfied as to such Note (or
portion thereof) (the "Conversion Date"), and the person in whose name any
certificate or certificates for shares of Common Stock are issuable upon such
conversion shall be deemed to have become on said date the holder of record of
the shares represented thereby; provided, however, that any such surrender on
any date when the Company's stock transfer books are closed shall result in the
person in whose name the certificates are to be issued becoming the record
holder thereof for all purposes on the next succeeding day on which such stock
transfer books are open, but such conversion shall be at the Conversion Rate in
effect on the date upon which such Note is surrendered.
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