Delta Airlines 2003 Annual Report Download - page 216

(e) Any Note or portion thereof surrendered for conversion during
the period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall be accompanied by payment, in funds acceptable to the
Company, of an amount equal to the interest and Liquidated Damages, if any,
otherwise payable on such Interest Payment Date on the principal amount being
converted; provided, however, that no such payment need be made if:
(i) there exists at the time of conversion a default in
the payment of principal of or interest or Liquidated Damages, if
applicable, on the Notes (including any principal of or interest
payable in connection with a repurchase pursuant to Section 4.08 or
Section 4.09 and a redemption pursuant to Section 4.01); or
(ii) the Company shall have specified a Redemption Date
that is after the Regular Record Date and prior to such Interest
Payment Date.
An amount equal to such payment shall be paid by the Company on such
Interest Payment Date to the Holder at the close of business on the Regular
Record Date; provided, however, that if the Company defaults in the payment of
interest or Liquidated Damages, if applicable, on such Interest Payment Date,
such amount shall be paid to the person who made such required payment.
(f) Except as provided above in this Section 11.02, no adjustment
shall be made for interest and Liquidated Damages, if any, accrued on any Note
converted or for dividends on any shares issued upon the conversion of such Note
as provided in this Article 11. Delivery by the Company to the Holder of the
Note converted of the number of shares of Common Stock into which the Note is
convertible, at the Conversion Rate in effect at such time, shall satisfy the
obligations of the Company to pay the principal amount of such Note being
converted and the accrued but unpaid interest on such converted Note through the
Conversion Date.
SECTION 11.03 Cash Payments in Lieu of Fractional Shares.
No fractional shares of Common Stock or scrip representing fractional
shares shall be issued upon conversion of the Notes. If more than one Note shall
be surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered for conversion. If any fractional
share of stock otherwise would be issuable upon the conversion of any Note or
Notes, the Company shall make an adjustment therefor in cash based upon the
average of the closing price (as defined in Section 11.05(g)) of the Common
Stock for the 5 consecutive trading days immediately preceding the Conversion
Date.
SECTION 11.04 Conversion Rate.
The Conversion Rate shall be as specified in paragraph 9 of the Note,
the form of which is attached as Exhibit A hereto, subject to adjustment as
provided in this Article 11.
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