Delta Airlines 2012 Annual Report Download - page 138

that are central connection points through which the Borrower or any of the Guarantors coordinate flights utilizing the Pacific Routes)
using the Pacific Routes to the extent such Pacific Route Gate Leasehold is utilized in connection with the Pacific Routes at such time.
To the extent that the Borrower and the Guarantors cease to use any Pacific Route Gate Leasehold in connection with the Pacific
Routes, such Pacific Route Gate Leasehold shall automatically cease to be a Pacific Gate Leasehold hereunder.
“ Pacific Route Slot ” shall mean a Pacific Route FAA Slot and a Pacific Route Foreign Slot, or either of them.
“ Pacific Route Supporting Route Facilities ” shall mean the Borrower's and the Guarantors' gates, ticket counters,
office space and baggage claim areas at each airport necessary to operate a Pacific Route.
“ Pacific Routes ” shall mean the Routes described on Schedule 1.01(b) and any other Routes to or from the Pacific
Countries (other than Routes between countries in North America) that are acquired by or granted to the Borrower and the Guarantors.
“ Parent Company ” means, with respect to a Revolving Lender, the bank holding company (as defined in Federal
Reserve Board Regulation Y), if any, of such Revolving Lender, and/or any Person owning, beneficially or of record, directly or
indirectly, a majority of the shares of such Revolving Lender.
“ Pari Passu Notes ” shall mean Indebtedness of any Loan Party in the form of senior secured notes; provided that (i)
immediately after giving pro forma effect thereto and the use of proceeds therefrom (A) no Default shall have occurred and be
continuing or would result therefrom and (B) the Borrower shall be in pro forma compliance with the financial covenant set forth in
Section 6.06; (ii) such Indebtedness does not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date at the
time such Indebtedness is incurred; (iii) such Indebtedness is secured by the Collateral on a pari passu basis with the Term Loan
Facilities and Revolving Facility pursuant to the Collateral Trust Agreement; (iv) such Indebtedness is permitted to be incurred and so
secured under all applicable Secured Debt Documents (as defined in the Collateral Trust Agreement); (v) such Indebtedness shall have
terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that
are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when
taken as a whole) ( provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business
Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such
terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such
determination (including a reasonable description of the basis upon which it disagrees); (vi) there shall be no additional direct or
contingent obligors with respect to such Indebtedness; and (vii) such Indebtedness constitutes “Priority Lien Debt” as defined under,
and in accordance with the terms of, the Collateral Trust Agreement.
“ Pari Passu Senior Secured Debt ”
shall mean (i) any Pari Passu Notes (and any Guarantee thereof by any Loan Party),
(ii) any refinancing, refunding, renewal or extension of any such Indebtedness specified in clause (i) hereof; provided
that, in the case of
Indebtedness under this clause (ii), (1) immediately after giving pro forma effect thereto and the use of proceeds therefrom, the
Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.06, (2) there shall be no additional direct
or contingent obligors with respect to such Indebtedness, (3) such Indebtedness shall have a
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