Delta Airlines 2012 Annual Report Download - page 122

amount thereof determined in accordance with GAAP. For the avoidance of doubt, the classification of future lease arrangements will
be made based on GAAP as in effect as of the Closing Date and not GAAP in effect at any future date subsequent to the Closing Date.
“ Cash Collateralization ” shall have the meaning set forth in Section 2.02(j).
“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
heretofore and hereafter amended.
“ Change in Law ” shall mean, after the date hereof, (a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law (including pursuant to any treaty or, for purposes of Section 5.09, any other agreement governing
the right to fly international routes), rule or regulation or in the interpretation or application thereof by any Governmental Authority,
Airport Authority, or Foreign Aviation Authority after the date of this Agreement applicable to the Borrower or any of the Guarantors
or (c) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's or Issuing Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”
regardless of the
date enacted, adopted or issued.
“ Change of Control ” shall mean (a) the acquisition after the Closing Date of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC
thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Borrower; (b) during any period of 12 consecutive months (or, in the
first 12 months after the date of this Agreement, during the period beginning on the date of this Agreement and ending on such date of
determination), a majority of the board of directors (excluding vacant seats) of the Borrower shall cease to consist of Continuing
Directors; or (c) any “change of control” or similar event under any Pari Passu Senior Secured Debt Documents or Junior Secured Debt
Documents shall occur.
“ Class ,” when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising
such Borrowing are Revolving Loans, Term B-1 Loans, Term B-2 Loans or Incremental Term Loans that are not Term B-1 or Term B-
2 Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Term B-1
Loan Commitment or Term B-2 Loan Commitment.
“ Closing Date ” shall mean the date on which this Agreement has been executed and the conditions precedent to the
making of the initial Loans or the issuance of the initial Letters of Credit (whichever may occur first) set forth in Section 4.01 have been
satisfied or waived.
“ Closing Date Transactions ”
shall mean the Transactions other than (x) the borrowing of Loans after the Closing Date
and the use of the proceeds thereof, and (y) the request for and issuance of Letters of Credit hereunder after the Closing Date.
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