Delta Airlines 2012 Annual Report Download - page 131

“ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “
primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation; provided that the term Guarantee shall not include (i) endorsements for collection or deposits
or (ii) customary contractual indemnities in commercial agreements, in each case in the ordinary course of business and consistent with
past practice. The amount of any obligation relating to a Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Guarantee is made (or, if less, the maximum reasonably anticipated liability
for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform) as
determined by the guarantor in good faith.
“ Guarantor ” shall have the meaning set forth in the first paragraph of this Agreement. For the avoidance of doubt, the
term “Guarantor” excludes all Immaterial Subsidiaries and Excluded Subsidiaries.
“ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature that are regulated
pursuant to, or could reasonably be expected to give rise to liability under, any Environmental Law.
“ Hedging Agreement ” shall mean any agreement evidencing Hedging Obligations.
“ Hedging Obligations ” shall mean, with respect to any Person, all obligations and liabilities of such Person under (1)
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate
collar agreements; (2) other agreements or arrangements designed to manage interest rates or interest rate risk; and (3) other agreements
or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices.
“ Immaterial Subsidiaries ” shall mean one or more Domestic Subsidiaries designated by the Borrower, for which (a)
the assets of all such designated Domestic Subsidiaries constitute, in the aggregate, no more than 10% of the total assets of the
Borrower and its Subsidiaries on a consolidated basis (determined as of the last day of the most recent fiscal quarter of the Borrower for
which financial statements have been delivered pursuant to Section 5.01), and (b) the revenues of all such designated Domestic
Subsidiaries account for, in the aggregate, no more than 10% of the total revenues of the Borrower and its Subsidiaries on a
consolidated basis for the twelve-month period ending on the last day of the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 5.01; provided
that a Subsidiary will not be considered to be an Immaterial
Subsidiary if it (1) directly or indirectly guarantees, pledges any property or assets to secure, or otherwise becomes obligated under any
Pari Passu Senior Secured Debt or Junior Secured Debt, or (2) owns (i) any Pacific Routes, Pacific Route Slots, or Pacific Route Gate
Leaseholds, or (ii) any other properties or assets that are intended to
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