Delta Airlines 2003 Annual Report Download - page 241

subsidiary of the Company, in each case, in accordance with the terms and
conditions set forth in the Indenture. Additionally, the Indenture permits the
Company to, from time to time, to the extent permitted by law, increase the
Conversion Rate by any amount for any period of at least 20 days, if the Board
of Directors has made a determination that such reduction would be in the
Company's best interests, which determination shall be conclusive and described
in a resolution of the Board of Directors.
The Company shall not issue fractional shares or scrips representing
fractions of shares of Common Stock upon any such conversion, but shall make an
adjustment therefor in cash based upon the average of the closing price of the
Common Stock for the five consecutive trading days immediately preceding the
Conversion Date. If more than one Note shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Notes (or specified portions thereof to the extent permitted hereby) so
surrendered for conversion.
A Note in respect of which a Holder has delivered a Purchase Notice or
Designated Event Repurchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.
The Company shall notify the Holders upon determination that Holders
are or will be entitled to convert their Notes, or any portion of such principal
amount which is $1,000 or an integral multiple thereof, into fully paid and
non-assessable shares of Common Stock in accordance with this paragraph 9, by
issuing a press release and publishing such determination on the Company's web
site.
Conversion Upon Satisfaction of Sale Price Condition. Subject to the
provisions of this paragraph 9, and subject to and upon compliance with the
provisions of the 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 any calendar quarter
after the quarter ending March 31, 2004 if the closing price of the Common Stock
for at least 20 trading days during the period of 30 consecutive trading days
ending on the last trading day of the immediately preceding calendar quarter is
greater than or equal to 130% of the Conversion Price on such last trading day.
The "Conversion Price" shall be equal to $1,000 divided by the Conversion Rate.
The "closing price" of the Common Stock on any date means the closing
price for such Common Stock, as set forth in Section 11.05(g) of the Indenture.
Conversion Based on Trading Price of the Notes. Subject to the
provisions of this paragraph 9, and subject to and upon compliance with the
provisions of the 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 during the five business
day period after any five consecutive trading day period (the "measurement
period") in which the "trading price" per $1,000 principal amount of Notes for
each day in the measurement period was less than 98% of the closing price (as
defined in Section 11.05(g) of the Indenture) of the Common Stock on that day
multiplied by the Conversion Rate for such date; provided that a
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