Delta Airlines 2003 Annual Report Download - page 238

3. PAYING AGENT, REGISTRAR AND CONVERSION AGENT. The Bank of New York
Trust Company, N.A . (together with any successor Trustee under the Indenture
referred to below, the "Trustee") will act as Paying Agent, Registrar and
Conversion Agent. The Company may change any Paying Agent, Registrar, Conversion
Agent or co-registrar without prior notice. Subject to certain limitations in
the Indenture, the Company or any of its subsidiaries may act in any such
capacity.
4. INDENTURE. The Company issued the Notes under an Indenture, dated as of
February 6, 2004 (the "Indenture"), between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) (the "TIA") as in effect on the date of the Indenture.
The Notes are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are senior unsecured obligations of the
Company limited as provided in the Indenture to $325,000,000 in aggregate
principal amount, unless an election has been made as set forth in Article 2 of
the Indenture to increase such aggregate principal amount to an amount not to
exceed $390,000,000.
Capitalized terms not defined herein have the same meaning as is given
to them in the Indenture.
5. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. As a condition of transfer, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Company and the Registrar may require a Holder to
pay any taxes and fees permitted by the Indenture.
6. PERSONS DEEMED OWNERS. The person in whose name the Notes are
registered on the Registrar's books will be treated as its owner for all
purposes.
7. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the Indenture
and the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes), and any existing Default (except a Default or Event of Default
in the payment of principal of or interest or Liquidated Damages, if any, on the
Notes) may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for the Notes).
Without the consent of any Holder, the Indenture or the Notes may be
amended to: (a) cure any ambiguity, defect or inconsistency or make any other
changes in the provisions of the Indenture which the Company and the Trustee may
deem necessary or desirable, provided that such amendment does not materially
and adversely affect the rights of the Holders under the Indenture; (b) evidence
the succession of another person to the Company and provide for the assumption
by such successor of the covenants and obligations of the Company under the
Indenture and the Notes; (c) provide for the conversion rights of Holders in the
event of
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