Delta Airlines 2003 Annual Report Download - page 219

to receive upon conversion of a Note (or any portion thereof) the amount of
Securities such Holder would have received had such Holder converted such Note
(or portion thereof) immediately prior to such Record Date. If such dividend or
distribution is not so paid or made, the Conversion Rate shall again be adjusted
to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. If the Board of Directors determines the
fair market value of any distribution for purposes of this Section 11.05(d) by
reference to the actual or when issued trading market for any securities
comprising all or part of such distribution, it must in doing so consider the
prices in such market over the same period used in computing the Current Market
Price pursuant to Section 11.05(g) to the extent possible.
Notwithstanding the foregoing, if the securities distributed to all
holders of the Company's Common Stock consist of shares of Capital Stock of, or
similar equity interests in, a subsidiary or other business unit of the Company,
the Conversion Rate shall be increased so that the same shall be equal to the
rate determined by multiplying the Conversion Rate in effect on the Record Date
with respect to such distribution by a fraction of which:
(i) the numerator shall be the sum of (A) the average of
the closing prices of the Common Stock for the ten (10) trading days
commencing on and including the fifth trading day after the date on
which "ex-dividend trading" commences for such distribution on the New
York Stock Exchange or such other national or regional exchange or
market on which such securities are then listed or quoted (the
"Ex-Dividend Date") plus (B) the fair market value of such distribution
in respect of each share of Common Stock for which this Section
11.05(d) applies, which shall equal the number of such securities
distributed in respect of each share of Common Stock multiplied by the
average of the closing prices of those securities distributed for the
ten (10) trading days commencing on and including the fifth trading day
after the Ex-Dividend Date; and
(ii) the denominator shall be the average of the closing
prices of the Common Stock for the ten (10) trading days commencing on
and including the fifth trading day after the Ex-Dividend Date,
such increase to become effective immediately after the opening of business on
the day following the Record Date; provided, however, that the Company may in
lieu of the foregoing adjustment, make adequate provision so that each Holder
shall have the right to receive upon conversion of a Note (or any portion
thereof) the amount of Securities such Holder would have received had such
Holder converted such Note (or portion thereof) immediately prior to such Record
Date. If such distribution is not so paid or made, the Conversion Rate shall
again be adjusted to be the Conversion Rate that would then be in effect if such
distribution had not been declared.
Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's Capital Stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"):(i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 11.05(d) (and no adjustment to the Conversion Rate
under this Section 11.05(d) shall be
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