Delta Airlines 2012 Annual Report Download - page 146

“ Sale of Grantor ” shall mean an issuance, sale, lease, conveyance or other disposition of Equity Interests of a Grantor
(other than the Borrower) other than (i) an issuance of Equity Interests by a Grantor to the Borrower or another Guarantor, and (ii) an
issuance of directors' qualifying shares.
“ SEC ” shall mean the United States Securities and Exchange Commission.
“ Secured Parties ” shall mean the Agents, the Arrangers, the Issuing Lenders, the Lenders and all other holders of
Obligations.
“ Security Agreement ” shall have meaning set forth in Section 4.01(c).
“ Single Employer Plan ” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is
maintained for employees of the Borrower or an ERISA Affiliate or (b) was so maintained and in respect of which the Borrower could
reasonably be expected to have liability under Title IV of ERISA in the event such Plan has been or were to be terminated.
“ SkyTeam Partner ” shall mean any airline that is a member of the SkyTeam international airline alliance.
“ Slot ” shall mean each FAA Slot and each Foreign Slot.
“ Solvent ” shall mean, with respect to any Person, that as of the date of determination, (1) the sum of such Person's
debt (including contingent liabilities) does not exceed the fair value of such Person's present assets; (2) such Person's capital is not
unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Business Plan; and (3) such
Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its
ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any
contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5 or any other analogous criteria in any
jurisdiction).
“ Specified Jet Fuel Action ” shall mean, if the transactions effected pursuant to the Jet Fuel Inventory Supply
Agreement are re-
characterized as Indebtedness owed by the Borrower, any action by the Jet Fuel Counterparty, as secured party, to the
extent such action seeks to foreclose (or obtain a lien) on the Jet Fuel Assets.
“ Specified Person ” shall have the meaning set forth in Section 3.19.
“ Statutory Reserve Rate ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is
subject with respect to the LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to
constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
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