Delta Airlines 2012 Annual Report Download - page 280

(4)
payment in full in cash of all other Priority Lien Obligations that are outstanding and unpaid at the time
the Priority Lien Debt is paid in full in cash (other than Contingent Liabilities).
“Disposition” means with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer or other
disposition thereof.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person (whether direct or indirect), and any
warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving distress or necessity of either party, determined in good faith by a senior financial officer of Delta;
provided
that any such officer of Delta shall be permitted to consider the circumstances existing at such time (including,
without limitation, economic or other conditions affecting the United States airline industry generally and any relevant legal
compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in
connection with such transaction.
“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession, which are in effect from time to time.
“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court,
central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions
of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.
“Grantors” means Delta Air Lines, Inc. and any other Person (if any) that pledges any Collateral under the Security
Documents to secure any Secured Debt Obligation, together in each case with their respective successors.
“ Guarantee ” means a guarantee (other than (i) by endorsement of negotiable instruments for collection or (ii)
customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions).
“ Guarantor ” means, with respect to any Priority Lien Obligations, each person who has Guaranteed payment of
any Priority Lien Obligations and, with respect to any Junior Lien Obligations, each person who has Guaranteed payment of
any Junior Lien Obligations.
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