Delta Airlines 2012 Annual Report Download - page 286

letters of credit and reimbursement obligations with respect thereto), that is permitted to be incurred and secured
under each Secured Debt Document then extant (or as to which each Priority Lien Representative obtained an
Officer's Certificate at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and
secured by all then extant Secured Debt Documents); and
(2) Indebtedness represented by notes issued by Delta under any indenture, or other Indebtedness
(including letters of credit and reimbursement obligations with respect thereto but excluding Hedging Obligations) of
Delta, in each case that is secured equally and ratably with the Credit Agreement on a priority basis by a Priority
Lien that is permitted to be incurred and so secured under each then extant Secured Debt Document; provided
, in the
case of any Indebtedness referred to in this clause (3), that:
(a)
on or before the date on which such Indebtedness is incurred by Delta, such Indebtedness is
designated by Delta, in an Officers' Certificate delivered to each Priority Lien Representative and the
Collateral Trustee, as “Priority Lien Debt” for the purposes of the Secured Debt Documents; provided
that no
Series of Secured Debt may be designated as both Junior Lien Debt and Priority Lien Debt;
(b)
the Priority Lien Representative for such Indebtedness executes and delivers a Collateral Trust
Joinder in accordance with Section 3.8(b) and such Indebtedness is governed by a credit agreement or other
agreement that includes a Lien Sharing and Priority Confirmation; and
(c)
all other requirements set forth in Section 3.8 have been complied with (and the satisfaction of
such requirements and the other provisions of this clause (c) will be conclusively established if Delta delivers
to the Collateral Trustee an Officers' Certificate stating that such requirements and other provisions have been
satisfied and that such Indebtedness is “Priority Lien Debt”).
For the avoidance of doubt, Banking Product Obligations and Hedging Obligations do not constitute Priority Lien
Debt, but may constitute Priority Lien Obligations.
“ Priority Lien Documents ” means the Credit Agreement and any other Credit Facility pursuant to which any
Priority Lien Debt is incurred and the Security Documents relating to the Priority Lien Debt.
“ Priority Lien Obligations ”
means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt,
together with the sum of (1) Hedging Obligations (i) having an aggregate “settlement amount” (or similar term) (as defined
in the applicable Hedge Agreement relating to Priority Lien Obligations consisting of a Hedging Obligation) or (ii), with
respect to any such Hedge Agreement that has been terminated in accordance with its terms, the amount then due and
payable (exclusive of expenses and similar payments but including any termination payments then due) under such Hedge
Agreement, under all Hedge Agreements relating to Priority Lien Obligations consisting of Hedging Obligations, in each
case that are secured, or intended to be secured, under the Priority Lien Documents pursuant to the terms of the Credit
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