Delta Airlines 2003 Annual Report Download - page 243

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.
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 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
of the Indenture, 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.
10. DEFAULTS AND REMEDIES. An Event of Default is: (a) a default in payment
of the principal on the Notes when due upon redemption, repurchase or otherwise;
(b) a default for 30 days in the payment of any installment of interest or
Liquidated Damages on the Notes when due (including any interest payable in
connection with a repurchase or redemption of the Notes pursuant to the terms of
the Indenture); (c) a failure to comply with or observe in any material respect
any covenant or agreement of the Company in respect of the Notes as set forth in
the Indenture for 60 days after written notice to the Company from the Trustee
or to the Company and the Trustee from Holders of at least 25% in aggregate
principal amount of the then outstanding Notes; (d) a default in the payment of
the Designated Event Repurchase Price in respect of the Notes when the same
becomes due; (e) a default in any credit agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary (other than any such Indebtedness which is non-recourse to the
Company or such Restricted Subsidiary), which default is caused by a failure to
pay when due any principal on such Indebtedness at the final stated maturity
date of such Indebtedness, which failure continues beyond any applicable grace
period, or results in the acceleration of such indebtedness prior to its express
maturity, without such acceleration being rescinded or annulled, and, in each
case, the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness under which there is a payment default at
the final stated maturity thereof or the
A-11