Delta Airlines 2012 Annual Report Download - page 135

time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable
to such Interest Period, and (ii) solely in the case of the Term Loans, 1.25% per annum. In the event that the rate identified in clause (i)
of the foregoing sentence is not available at such time for any reason, then such rate shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.
“ Lien ” shall mean (a) any mortgage, deed of trust, pledge, deed to secure debt, hypothecation, security interest,
easement (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-ways, reservations,
encroachments, zoning and other land use restrictions, claim or any other title defect, lease, encumbrance, restriction, lien or charge of
any kind whatsoever and (b) the interest of a vendor or a lessor under any conditional sale, capital lease or other title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing).
“ Liquidity ” shall mean the sum of (i) all unrestricted cash and Permitted Investments of the Borrower and its
Subsidiaries and (ii) the aggregate principal amount committed and available to be drawn by the Borrower and its Subsidiaries (taking
into account all borrowing base limitations or other restrictions) under the Revolving Facility and all other credit facilities of the
Borrower and its Subsidiaries.
“ Loans ” shall mean, collectively, the Revolving Loans and the Term Loans.
“ Loan Documents ” shall mean this Agreement, the Letters of Credit (including applications for Letters of Credit and
related reimbursement agreements), the Collateral Documents, and any other instrument or agreement (which is designated as a Loan
Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent, the Collateral Trustee, any
Issuing Lender or any Lender, in each case, as the same may be amended, restated, modified, supplemented, extended or amended and
restated from time to time in accordance with the terms hereof.
“ Loan Parties ” shall mean the Borrower and the Guarantors.
“ Margin Stock ” shall have the meaning set forth in Section 3.13(a).
“ Material Adverse Change ” shall mean any event, development or circumstance that has had or could reasonably be
expected to have a Material Adverse Effect.
“ Material Adverse Effect ”
shall mean a material adverse effect on (a) the business, operations or financial condition of
the Borrower and its Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights or
remedies of the Agents, the Collateral Trustee and the Lenders thereunder, or (c) the ability of the Borrower or any Guarantor to pay its
respective obligations under the Loan Documents.
“ Material Indebtedness ” shall mean Indebtedness (other than the Loans and Letters of Credit) of any one or more of
the Borrower and the Guarantors in an aggregate principal amount exceeding $75,000,000.
“ MNPI ” shall mean any material Nonpublic Information regarding the Borrower and its Subsidiaries or the Loans or
securities of any of them. For purposes of this definition “ material Nonpublic Information ” shall mean Nonpublic Information that
would reasonably be expected to be material to a decision by any Lender to participate in any Dutch Auction or assign or acquire any
Term Loans or to
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