Delta Airlines 2003 Annual Report Download - page 242

Holder may not convert its Notes (in reliance on this provision) if on any
trading day during such measurement period the closing price of the Common Stock
was between 100% and 130% of the then current Conversion Price of the Notes.
The "trading price" of the Notes on any date of determination means the
average of the secondary market bid quotations per $1,000 principal amount of
Notes obtained by the Trustee for $10,000,000 principal amount of the Notes at
approximately 3:30 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers selected by the
Company; provided that if at least three such bids cannot be obtained, but two
such bids are obtained by the Trustee, then the average of the two bids shall be
used, and if only one such bid can reasonably be obtained by the Trustee, that
one bid shall be used. If the Trustee cannot reasonably obtain at least one bid
for $10,000,000 principal amount of the Notes from a nationally recognized
securities dealer, then the trading price per $1,000 principal amount of Notes
will be deemed to be less than 98% of the closing price (as set forth in Section
11.05(g) of the Indenture) of the Common Stock on such determination date
multiplied by the Conversion Rate.
In connection with any conversion upon satisfaction of the above
trading pricing condition, the Trustee shall have no obligation to determine the
trading price during the applicable period of the Notes unless the Company has
requested such determination; and the Company shall have no obligation to make
such request unless a Holder of Notes provides the Company with reasonable
evidence that the trading price per $1,000 principal amount of Notes would be
less than 98% of the closing price (as set forth in Section 11.05(g) of the
Indenture) of the Common Stock multiplied by the Conversion Rate during the
applicable period. At such time, the Company shall instruct the Trustee to
determine the trading price of the Notes beginning on the next trading day and
on each successive trading day until the trading price per $1,000 principal
amount of Notes is greater than or equal to 98% of the closing price (as set
forth in Section 11.05(g) of the Indenture) of the Common Stock multiplied by
Conversion Rate.
Conversion Upon Notice of Redemption. 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 into
shares of Common Stock the Notes or a portion thereof which has been called for
redemption pursuant to Article 4 of the Indenture; provided that such Note or a
portion thereof is surrendered for conversion on or prior to the close of
business on the Redemption Date in accordance with the terms of the Indenture.
Conversion Upon Specified Corporate Transactions. 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 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
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