Delta Airlines 2012 Annual Report Download - page 126

“ Dollars ” and “ $ ” shall mean lawful money of the United States of America.
“ Domestic Subsidiary ” shall mean any Subsidiary of the Borrower (a) that was formed under the laws of the United
States or any state of the United States or the District of Columbia, other than any Subsidiary (i) that is a Subsidiary of a “controlled
foreign corporation” as defined in Section 957 of the Code or (ii) substantially all of the assets of which are equity interests in a
“controlled foreign corporation” as defined in Section 957 of the Code, or (b) that guarantees, pledges any property or assets to secure,
or otherwise becomes obligated under any Pari Passu Senior Secured Debt or Junior Secured Debt.
“ DOT ” shall mean the United States Department of Transportation and any successor thereto.
“ Dutch Auction ” shall mean an auction of Term Loans conducted pursuant to Section 10.02(g) to allow the Borrower
to prepay Term Loans at a discount to par value and on a non-pro rata basis, in each case in accordance with the applicable Dutch
Auction Procedures.
“ Dutch Auction Procedures ” shall mean, with respect to a purchase of Term Loans by the Borrower pursuant to
Section 10.02(g), Dutch auction procedures as reasonably agreed upon by the Borrower and the Administrative Agent.
“ EBITDAR ” shall mean, for any period, all as determined in accordance with GAAP, without duplication, an amount
equal to (a) the consolidated net income (or net loss) of the Borrower and its Subsidiaries for such period, plus (b) the sum of (i) any
provision for income taxes, (ii) Interest Expense for such period, (iii) extraordinary, non-recurring or unusual losses for such period,
(iv) depreciation and amortization for such period, (v) amortized debt discount for such period, (vi) the amount of any deduction to
consolidated net income as the result of any grant to any employee of the Borrower or its Subsidiaries of any Equity Interests, (vii)
depreciation, amortization and aircraft rent expense for such period, (viii) any aggregate net loss during such period arising from a
Capital Asset Sale (as defined below), (ix) all other non-cash charges for such period, (x) any losses arising under fuel hedging
arrangements during such period, and (xi) costs and expenses, including fees, incurred directly in connection with the consummation of
the transactions contemplated under the Loan Documents, in the case of each of subclauses (i) through (xi) of this clause (b), to the
extent included in the calculation of consolidated net income of the Borrower and its Subsidiaries for such period in accordance with
GAAP, minus (c) the sum of (i) income tax credits, (ii) interest income, (iii) extraordinary, non-recurring or unusual gains for such
period, (iv) any aggregate net gain during such period arising from the sale, exchange or other disposition of capital assets by the
Borrower or its Subsidiaries (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the
disposition of fixed assets and all securities) (a “ Capital Asset Sale ”), (v) any gains arising under fuel hedging arrangements during
such period, and (vi) any other non-cash gains that have been added in determining consolidated net income, in the case of each of
subclauses (i) through (vi) of this clause (c), to the extent included in the calculation of consolidated net income of the Borrower and its
Subsidiaries for such period in accordance with GAAP. For purposes of this definition, the following items shall be excluded in
determining consolidated net income of the Borrower and its Subsidiaries: (1) the income (or deficit) of any other Person accrued prior
to the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or any of its Subsidiaries; (2) the income (or
deficit) of any other Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest, except
to the extent any such income has actually been received by the Borrower or such Subsidiary, as applicable, in the form of cash
dividends or distributions; (3) any restoration to income of any contingency reserve, except to the extent that provision for such reserve
was made out of income accrued during such period; (4) any write-up of any asset; (5) any net gain from the collection of the proceeds
of life insurance policies; (6) any net gain arising from the acquisition of any securi-
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