Delta Airlines 2012 Annual Report Download - page 276

(a) the aggregate outstanding principal amount of such Series of Junior Lien Debt
(including the face amount of outstanding letters of credit whether or not then available or drawn);
and
(b)
the aggregate unfunded commitments to extend credit which, when funded, would
constitute Junior Lien Debt under such Series of Junior Lien Debt; and
(y) following and in accordance with the outcome of the applicable vote under its Secured Debt
Documents, the Secured Debt Representative of each Series of Junior Lien Debt will cast all of its votes
under such Series of Junior Lien Debt as a block;
provided , however , that after (1) the termination or expiration of all commitments to extend credit that constitute
Junior Lien Debt, (2) the payment in full in cash of the principal of and interest and premium (if any) on all Junior
Lien Debt (other than any undrawn letters of credit), (3) the discharge or cash collateralization (at the lower of
(a) 105% of the aggregate undrawn amount or (b) the percentage of the aggregate undrawn amount required for
release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit
constituting Junior Lien Debt, and (4) the payment in full in cash of all other Junior Lien Obligations other than any
Junior Lien Obligations consisting of Banking Product Obligations, Hedging Obligations and Contingent Liabilities,
the term “Act of Required Debtholders” will mean the holders of more than 50% of the sum of the aggregate
“settlement amount” (or similar term) (as defined in the applicable Hedge Agreement relating to Junior Lien
Obligations consisting of a Hedging Obligation) or, with respect to any such Hedge Agreement that has been
terminated in accordance with its terms, the amount then due and payable (including any termination payments then
due) under such Hedge Agreement, under all Hedge Agreements relating to Junior Lien Obligations consisting of
Hedging Obligations; provided that the “settlement amount” (
or similar term) as of the last business day of the month
preceding any date of determination shall be calculated by the appropriate swap counterparties and reported to the
Collateral Trustee upon request; provided further , that any Hedging Obligation with a “settlement amount” (or
similar term) that is a negative number shall be disregarded for purposes of all calculations required by the term “
Act
of the Required Debtholders.”
For purposes of this definition, (a) Secured Debt registered in the name of, or beneficially owned by, Delta or any Affiliate
of Delta will be deemed not to be outstanding and (b) votes will be determined in accordance with Section 7.2.
“Account Control Agreement” means each three-
party control agreement entered into by any Grantor, the Collateral
Trustee and a financial institution which maintains one or more deposit accounts or securities accounts that have been
pledged to the Collateral Trustee as Collateral under the Security Documents, in each case in form and substance reasonably
satisfactory to the Collateral Trustee and as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time.
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