Delta Airlines 2003 Annual Report Download - page 228

Section 11.06 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of their Notes after any event referred to in such Section 11.06 or
to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 7.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall fully be protected in relying upon, the
Officers' Certificate and Opinion of Counsel (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.
SECTION 11.10 Notice to Holders Prior to Certain Actions.
If (a) the Company declares a dividend (or any other distribution) on
its Common Stock (other than in cash out of retained earnings); or
(b) the Company authorizes the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any share of any
class of Common Stock or any other rights or warrants (other than rights or
warrants referred to in the second paragraph of Section 11.05(d)); or
(c) there is any reclassification of the Common Stock (other than
a subdivision or combination of outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value), or
of any consolidation, merger or share exchange to which the Company is a party
and for which approval of any stockholders of the Company is required, or of the
sale or transfer or other disposition of all or substantially all of the assets
of the Company; or
(d) there is any voluntary or involuntary dissolution, liquidation
or winding-up of the Company;
then the Company shall cause to be filed with the Trustee and to be mailed to
each Holder at his or her address appearing on the Register maintained for that
purpose as promptly as possible but in any event at least 15 days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights
or warrants, or, if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such dividend, distribution
or rights or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, share exchange, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, share
exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such dividend, distribution, reclassification, consolidation,
merger, share exchange, sale, transfer, dissolution, liquidation or winding-up.
SECTION 11.11 Restriction on Common Stock Issuable Upon Conversion.
(a) Shares of Common Stock to be issued upon conversion of Notes prior
to the effectiveness of a Shelf Registration Statement shall be physically
delivered in certificated form to the Holders converting such Notes, and the
certificate representing such shares of Common
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