Delta Airlines 2003 Annual Report Download - page 231

surrendered for conversion on or prior to the close of business on the
Redemption Date in accordance with the terms of this Indenture.
SECTION 12.04 Conversion Upon Specified Corporate Transactions.
(a) Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in the event that the Company (i) issues rights
or warrants to all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase, for a period expiring within 45 days after
the date of issuance, shares of Common Stock at a price per share less than the
closing price (as defined above) per share of Common Stock on the trading day
(as defined in Section 11.05(g)) immediately preceding the date of the issuance;
or (ii) distributes to all holders of its outstanding shares of Common Stock any
assets or debt securities of the Company, or rights to purchase any securities
of the Company, which distribution has a per share value, as determined by the
Board of Directors (whose determination shall be conclusive and described in a
resolution of the Board of Directors), that exceeds 15% of the closing price (as
defined above) per share of Common Stock on the trading day (as defined in
Section 11.05(g)) immediately preceding the date of declaration of such
distribution. The Company will be required to give notice to the Holders at
least 20 business days prior to the ex-dividend date for such distribution, and
Notes may be surrendered for conversion at any time thereafter until the earlier
of the close of business on the business day immediately prior to the
ex-dividend date and the announcement by the Company that such distribution will
not take place, even if the Notes are not otherwise convertible at such time.
The "ex-dividend date" shall mean the first date upon which the sale of the
Common Stock does not automatically transfer the right to receive the relevant
distribution from the seller of the Common Stock to its buyer.
(b) Subject to the provisions of this Article 12 and paragraph 9
of the Note, and subject to and upon compliance with the provisions of this
Indenture, and notwithstanding the fact that any other condition to conversion
has not been satisfied, the Holder of this Note has the right to convert this
Note into shares of Common Stock in the event the Company is a party to any
consolidation, merger, share exchange or combination or sale, conveyance or
other disposition of all or substantially all of the assets of the Company
pursuant to which the Common Stock would be converted into cash, securities or
other property as set forth in Section 11.06, the Notes may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of the transaction until 15 days after the actual
effective date of such transaction and, at the effective time of such
transaction, the right to convert a Note into Common Stock will be deemed to
have changed into a right to convert such Note into the kind and amount of cash,
securities or other property of the Company or another person which the Holder
would have received if the Holder had converted its Notes immediately prior to
the applicable record date for such transaction.
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