Delta Airlines 2012 Annual Report Download - page 128

“ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person (whether direct or indirect), and any warrants,
options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the
regulations promulgated thereunder.
“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is
treated as (i) a single employer under Section 414(b) or (c) of the Code, or (ii) solely for purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code, or that is under common control with the Borrower
within the meaning of Section 4001 of ERISA.
“ Escrow Accounts ” shall mean (1) accounts of the Borrower or any Subsidiary, solely to the extent any such accounts
hold funds set aside by the Borrower or any Subsidiary to manage the collection and payment of amounts collected, withheld or
incurred by the Borrower or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup
withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax
withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and
local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, workman's or workers'
compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel
excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various
administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including
without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or
otherwise segregated for the benefit of, an identified beneficiary; in each case, held in escrow accounts, trust funds or other segregated
accounts, plus accrued interest; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other
similar accounts or funds established in connection with the ARB Indebtedness.
“ Eurodollar ”, when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate.
“ Eurodollar Tranche ” shall mean the collective reference to Eurodollar Loans under a particular Facility the then
current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans
shall originally have been made on the same day).
“ Event of Default ” shall have the meaning set forth in Section 7.01.
“ Excluded Subsidiary ” shall mean each Restricted Captive Insurance Company Subsidiary, Comair Holdings, LLC,
Comair Services, Inc., Comair, Inc. and Regional Elite Airline Services, LLC.
“ Excluded Taxes ” shall mean, with respect to any Recipient, (a) Taxes imposed on or measured by net income,
franchise Taxes imposed in lieu of net income Taxes, and branch profits Taxes, in each case, that are Connection Taxes, (b) any
withholding tax that is imposed on amounts payable to such Recipient at the time such Recipient becomes a party to this Agreement or
designates a new lending office, except to the extent that such Recipient (or its assignor, if any) was entitled, at the time of designa-
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