Delta Airlines 2012 Annual Report Download - page 144

ing into account interest rate margin and benchmark floors, recurring fees and all upfront or similar fees or original issue discount
(amortized over the shorter of (A) the weighted average life to maturity of such term loans and (B) four years) paid to the lenders
providing such Indebtedness, but excluding any arrangement, structuring, syndication or other fees payable in connection therewith that
are not shared ratably with all lenders or holders of such term loans in their capacities as lenders or holders of such term loans) less than
the “effective yield” applicable to the Term Loans being prepaid, repaid, refinanced, substituted, replaced or converted (determined on
the same basis as provided in the preceding parenthetical) and (b) any amendment (including pursuant to a Replacement Term Loan or
a Refinancing Debt under this Agreement) to the Term Loans or any tranche thereof which reduces the “effective yield” applicable to
such Term Loans (as determined on the same basis as provided in clause (a)).
“ Required Class Lenders ” shall mean (i) with respect to each Class of Term Loans, Lenders having more than 50% of
all Term Loans of such Class outstanding and (ii) with respect to Revolving Loans, Required Revolving Lenders.
“ Required Lenders ” shall mean, at any time, Lenders holding more than 50% of (a) until the Closing Date, the
Commitments then in effect and (b) thereafter, the sum of (i) the aggregate principal amount of all Term Loans outstanding and (ii) the
Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions
of Credit then outstanding.
“ Required Revolving Lenders ” shall mean, at any time, Lenders holding more than 50% of the Total Revolving
Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then
outstanding.
“ Required Term Lenders ” shall mean, at any time, Lenders holding more than 50% of (a) until the Closing Date, the
Term Loan Commitments then in effect and (b) thereafter, the aggregate principal amount of all Term Loans outstanding.
“ Responsible Officer ” shall mean the chief executive officer, president, chief financial officer, treasurer, assistant
treasurer, vice president, controller, chief accounting officer, secretary or assistant secretary of the Borrower or any Guarantor, as
applicable, but in any event, with respect to financial matters, the chief financial officer, treasurer, assistant treasurer, controller or chief
accounting officer of the Borrower or any Guarantor, as applicable.
“ Restricted Captive Insurance Company Subsidiary ”
shall mean a Subsidiary that is a captive insurance company, and
is prohibited from becoming a Guarantor hereunder pursuant to applicable rules and regulations.
“ Restricted Payment ”
shall mean any dividend or other distribution (whether in cash, securities or other property) with
respect to any Equity Interests in the Borrower or any Guarantor, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Equity Interests in the Borrower.
“ Revolver Extension Request ” shall have the meaning set forth in Section 2.28(b).
“ Revolver Extension Series ” shall have the meaning set forth in Section 2.28(b).
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