DELTA AIR LINES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2004 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
Delta Air Lines, Inc., a Delaware corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to Morgan Stanley & Co. Incorporated (the “Initial Purchaser”), upon the terms set forth in a purchase agreement, dated February 2, 2004 (the “Purchase Agreement”), $325,000,000 aggregate principal amount, plus an option (the “Option”) to purchase up to an additional $65,000,000 aggregate principal amount, of its 2 7/8% Convertible Senior Notes due 2024 (the “Securities”). The Securities will be convertible into shares of Common Stock (as defined herein), at the conversion rate set forth in the Offering Memorandum (as defined herein), as the same may be adjusted from time to time pursuant to the Indenture (as defined herein). As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, (i) for your benefit and (ii) for the benefit of the Holders (as defi
DELTA AIR LINES, INC. and THE BANK OF NEW YORK TRUST COMPANY, N.A. as Trustee 2 7/8% Convertible Senior Notes due 2024Indenture • May 5th, 2004 • Delta Air Lines Inc /De/ • Air transportation, scheduled • New York
THIS INDENTURE, dated as of February 6, 2004, is between Delta Air Lines, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America (the “Trustee”). The Company has duly authorized the creation of its 2 7/8% Convertible Senior Notes due 2024 (the “Convertible Senior Notes” or the “Notes”), and to provide therefor the Company and the Trustee have duly authorized the execution and delivery of this Indenture. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders from time to time of the Notes:
