Delta Airlines 2003 Annual Report Download - page 240

thereof completed to the Trustee, with a copy to the Paying Agent, at any time
on or prior to the Designated Event Offer Termination Date, as provided in the
Indenture.
Subject to the terms and conditions of the Indenture, Notes shall be
purchased by the Company at the option of the Holder thereof, in whole or in
part, at a purchase price in cash (the "Purchase Price") equal to 100% of the
principal amount thereof, plus any accrued and unpaid interest to, but
excluding, the relevant Purchase Date of February 18, 2009, February 18, 2014
and February 18, 2019, as applicable, upon delivery of a Purchase Notice
containing the information set forth in the Indenture, at any time from the
opening of business on the date that is at least 20 business days prior to the
relevant Purchase Date until the close of business on the fifth business day
prior to such Purchase Date.
9. CONVERSION. Subject to the provisions of this paragraph 9, and subject
to and upon compliance with the provisions of the Indenture, each $1,000
principal amount of Notes, may be converted, subject to the conditions and
during the periods described below, into 73.6106 fully paid and non-assessable
shares of Common Stock, as adjusted from time to time as provided in the
Indenture (the "Conversion Rate"), upon surrender of the Note to the Company at
the office or agency maintained for such purpose (or at such other offices or
agencies designated for such purpose by the Company), accompanied by written
notice of conversion duly executed (and if the shares of Common Stock to be
issued on conversion are to be issued in any name other than that of the
registered Holder of this Note, by instruments of transfer, in form satisfactory
to the Company, duly executed by the registered Holder or its duly authorized
attorney).
In case such surrender shall be made during the period from the close
of business on any Regular Record Date immediately preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, the Note
also shall be accompanied by payment, in funds acceptable to the Company, of an
amount equal to the accrued and unpaid interest, if any, otherwise payable on
such Interest Payment Date on the principal amount of the Note then being
converted; provided, however, that no such payment need be made if (i) there
exists at the time of conversion a default in the payment of principal of or
interest or Liquidated Damages, if applicable, on the Notes (including any
principal of or interest payable in connection with a repurchase pursuant to
Section 4.08 or Section 4.09 and a redemption pursuant to Section 4.01); or (ii)
the Company shall have specified a Redemption Date that is after the Regular
Record Date and prior to such Interest Payment Date. Subject to the aforesaid
requirement for a payment in the event of conversion during the period from the
close of business on any Regular Record Date immediately preceding any Interest
Payment Date to the opening of business on such Interest Payment Date, no
adjustment shall be made on conversion for interest, if any, accrued and unpaid
hereon or for dividends on Common Stock delivered on conversion.
The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock; subdivisions or combinations of Common
Stock; distributions to all holders of Common Stock of certain rights or
warrants to purchase Common Stock, for a period expiring within 45 days after
the date of such distribution, at a price less than the Current Market Price;
distributions to all holders of Common Stock of shares of Capital Stock (other
than Common Stock) or evidences of the Company's Indebtedness or assets; certain
dividends or other distributions consisting exclusively of cash to holders of
Common Stock; and certain purchases of the Common Stock pursuant to tender or
exchange offers by the Company or any
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