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EXHIBIT 4.1
REGISTERED
Principal Amount $____________________
CUSIP
No.____________________
DELTA AIR LINES, INC.
MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
If the registered owner of this Note (as indicated below) is The Depository
Trust Company ("DTC") or a nominee of the Depositary, this Note is a Global Note
and the following legend is applicable: THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS NOT
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.*
The following summary of terms is subject to the information set forth on the
reverse hereof:
Principal Amount: Original Issue Date:
Interest Rate: Interest Payment Dates:
March 15 and September 15
Stated Maturity:
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* Applies only if this Note is a Global Security.
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Redemption Price(s): Regular Record Dates:
March 1 and September 1
Redemption Period(s): Authorized Denominations:
Legal Defeasance: Covenant Defeasance:
DELTA AIR LINES, INC., a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture referred to on the reverse hereof) for
value received, hereby promises to pay to
or registered assigns, the Principal Amount specified above on the
Stated Maturity specified above and to pay interest thereon from the Original
Issue Date specified above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, on the
Interest Payment Dates specified above and at maturity and, if applicable, upon
redemption, commencing on the first such Interest Payment Date next succeeding
the Original Issue Date (provided that if the Original Issue Date is after a
Regular Record Date (as defined below) and before the Interest Payment Date
immediately following such Regular Record Date, interest payments will commence
on the second Interest Payment Date following the Original Issue Date), at the
Interest Rate per annum specified above, until the principal hereof is paid or
made available for payment and at the Interest Rate per annum specified above on
any overdue principal and premium, if any, and on any overdue instalment of
interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, whether
or not a Business Day (as defined on the reverse hereof, prior to such Interest
Payment Date; provided, however, that interest payable at maturity, will be
payable to the Person to whom principal shall be payable and provided further,
however, that if such Interest Payment Date would fall on a day that is not a
Business Day, such Interest Payment Date shall be the following day that is a
Business Day. Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
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The principal hereof (and premium, if any) and interest due at maturity or, if
applicable, upon redemption shall be paid in immediately available funds against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the City of New York. Payment of interest on this Note due on
any Interest Payment Date will be paid by check to the Person entitled thereto
at his last address as it appears on the Security Register or in immediately
available funds by wire transfer to such account as may have been designated by
the Holder hereof (so long as such Holder owns at least one million dollars
aggregate principal amount of the Notes) to the Paying Agent at least fifteen
days prior to the Record Date immediately preceding the applicable Interest
Payment Date. Any such designation to the Paying Agent shall remain effective
until revoked in writing by the Holder of this Note.
REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereof has been executed by the Trustee
referred to on the reverse hereof, directly or through an Authenticating Agent,
by manual signature of an authorized signatory, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF DELTA AIR LINES, INC.
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK, AS TRUSTEE By____________________________
Vice President and Treasurer
By_______________________________
Authorized Signatory Attest:_______________________
Corporate Secretary
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[TO BE DELETED IF NOTE ISSUED AS GLOBAL NOTE]
__________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TENCOM - as tenants in common UNIF GIFT MIN ACT- Custodian
TEN ENT - as tenants by the entireties ____ ____
JT TEN - joint tenants with right of (Cust.) (Minor)
survivorship and not as Under Uniform Gifts to Minor
tenants in common Act___________________________
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,INCLUDING POSTAL ZIP CODE OF ASSIGNEE
___________________________________________________
___________________________________________________
___________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________, attorney to transfer said Note on the books of the
Corporation, with full power of substitution in the premises.
Dated________________________
______________________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the written instrument in
every particular, without alteration or enlargement or any
change whatever.
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[REVERSE SIDE]
DELTA AIR LINES, INC.
MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
SECTION 1. General. This Note is one of a duly authorized issue of
securities of the Company (herein called the "Notes") issued and to be issued in
one or more series under an Indenture dated as of May 1, 1991 (herein called the
"Indenture"), between the Company and The Bank of New York, as successor to The
Citizens and Southern National Bank of Florida, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. As provided in the Indenture, Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of the series of securities
designated on the face hereof as Medium-Term Notes, Series C, limited in
aggregate principal amount to $300,000,000; provided, however, that the Company
may increase or decrease such principal amount from time to time. The Notes of
this series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different rates
and may otherwise vary all as provided in the Indenture.
SECTION 2. Redemption. If so provided on the face of this Note, this
Note may be redeemed by the Company on and after the first day of the Redemption
Period specified on the face hereof. If no such Redemption Period is specified
on the face hereof, this Note may not be redeemed prior to maturity. On and
after such date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part on any day in any Redemption Period in increments
of $1,000 at the option of the Company at the Redemption Price or Prices
indicated on the face hereof applicable to the relevant Redemption Period or
Periods, together with interest thereon payable to the date fixed for
redemption, on notice given not more than 60 nor less than 30 days prior to such
date. If less than all the Outstanding Notes having such terms are to be
redeemed, the particular Notes to be redeemed shall be selected by the Trustee
not more than 60 days prior to the date fixed for redemption, from the
Outstanding Notes having such terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate. The notice of such
redemption shall specify which Notes are to be redeemed. In the event of
redemption of this Note, in part only, a new Note or Notes in authorized
denominations for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the surrender hereof.
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SECTION 3. Payments. Interest on this Note will be payable semiannually
on the Interest Payment Dates specified on the face hereof and at maturity or,
if applicable, upon redemption.
Interest payments on each Interest Payment Date for this Note will
include interest accrued from and including the Original Issue Date or from and
including the most recent Interest Payment Date to which interest has been duly
paid or provided for, as the case may be, to but excluding such Interest Payment
Date. Interest payments for this Note shall be computed and paid on the basis of
a 360-day year of twelve 30-day months.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New York
are authorized or obligated by law or executive order to close.
SECTION 4. Events of Default. If an Event of Default with respect to
Notes of this series shall occur and be continuing, the principal of the Notes
of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.
SECTION 5. Modifications and Waivers; Obligations of Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Notes at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes of each series at the time Outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
SECTION 6. Institution of Proceedings by Holders. As set forth in, and
subject to, the provisions of the Indenture, no Holder of any Note of this
series will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to this series, the Holders of not less than 25% in principal amount of
the Outstanding Notes of this series shall have made written request, and
offered reasonable indemnity, to the
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Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Outstanding
Notes of this series a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement or payment of the principal of (and premium, if any) or interest on
this Note.
SECTION 7. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Note is
registerable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the City of
New York, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
SECTION 8. Authorized Denominations. The Notes of this series are
issuable only in registered form, without coupons, in denominations of $1,000
and any integral multiple of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series and of like tenor of a different authorized denomination, as requested by
the Holder surrendering the same.
No service charge shall be made for any such exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
SECTION 9. Owners. Prior to due presentment of this Note for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
SECTION 10. Defeasance. If so specified on the face hereof, (1) the
entire indebtedness of this Note and (2) certain restrictive covenants and
Events of Default with respect to this Note are subject to defeasance, in each
case upon compliance with certain conditions set forth in the Indenture.
SECTION 11. Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York.
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SECTION 12. Defined Terms. All capitalized terms used in this Note
without definition shall have the meanings assigned to them in the Indenture.
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