Delta Airlines 2003 Annual Report Download - page 226

Trustee a supplemental indenture (which shall comply with the TIA as in force at
the date of execution of such supplemental indenture if such supplemental
indenture is then required to so comply) providing that the Notes shall be
convertible into the kind and amount of shares of stock and other securities or
property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, share exchange, combination, sale, conveyance or
other disposition by a holder of a number of shares of Common Stock issuable
upon conversion of the Notes (assuming, for such purposes, a sufficient number
of authorized shares of Common Stock available to convert all such Notes)
immediately prior to such reclassification, change, consolidation, merger, share
exchange, combination, sale, conveyance or other disposition assuming such
holder of Common Stock did not exercise his or her rights of election, if any,
as to the kind or amount of securities, cash or other property receivable upon
such reclassification, change, consolidation, merger, share exchange, sale,
conveyance or other disposition (provided that, if the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, consolidation, merger, share exchange, sale, conveyance or other
disposition is not the same for each share of Common Stock in respect of which
such rights of election have not been exercised ("non-electing share"), then,
for the purposes of this Section 11.06, the kind and amount of securities, cash
or other property receivable upon such reclassification, change, consolidation,
merger, share exchange, sale, conveyance or other disposition for each
non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such supplemental indenture
shall provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 11. If, in the case
of any such reclassification, change, consolidation, merger, share exchange,
combination, sale, conveyance or other disposition, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
includes shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, share exchange, combination,
sale, conveyance or other disposition, then such supplemental indenture shall
also be executed by such other corporation and shall contain such additional
provisions to protect the interests of the Holders as the Board of Directors
shall reasonably consider necessary by reason of the foregoing.
The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder at his or her address appearing on the
Register for that purpose within 20 days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of such
supplemental indenture.
The above provisions of this Section 11.06 shall similarly apply to
successive reclassifications, changes, consolidations, mergers, share exchanges,
combinations, sales, conveyances and other dispositions.
If this Section 11.06 applies to any event or occurrence, Section 11.05
shall not apply.
SECTION 11.07 Taxes on Shares Issued.
The issue of stock certificates on conversions of the Notes shall be
made without charge to the converting Holder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in
-60-