Delta Airlines 2012 Annual Report Download - page 124

ferred stock dividends; provided
that (a) all extraordinary gains (but not losses) and all gains (but not losses) realized in connection with
any Capital Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision
for taxes on any such gain, will be excluded therefrom; (b) the net income (but not net loss) of any Person that is not a Subsidiary or
that is accounted for by the equity method of accounting will be included therein only to the extent of the amount of dividends or
similar distributions paid in cash to the specified Person or Subsidiary of the Person; (c) the net income (but not net loss) of any
Subsidiary will be excluded therefrom to the extent that the declaration or payment of dividends or similar distributions by that
Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; (d) the cumulative effect of a change in
accounting principles will be excluded therefrom; and (d) the effect of non-cash gains and losses attributable to movement in the mark-
to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded
therefrom.
“ Continuing Directors ” shall mean, as of any date or for any period of determination, any member of the board of
directors of the Borrower who (1) was a member of such board of directors on the first day of such period; or (2) was nominated for
election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such
board of directors at the time of such nomination or election.
“ Controlled Person ” shall have the meaning set forth in the definition of “Affiliate.”
“ Controlling Person ” shall have the meaning set forth in the definition of “Affiliate.”
“ Defaulting Lender ” shall mean, at any time, any Revolving Lender that (a) has failed to fund any portion of the
Revolving Loans or participations in any Letter of Credit required to be funded hereunder within two (2) Business Days of the date
required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay
over to the Administrative Agent or any Lender (or its banking Affiliates) any other amount required to be paid by it hereunder within
three (3) Business Days of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been, or has
had its Parent Company, deemed insolvent or become the subject of a bankruptcy or insolvency proceeding; provided that any such
insolvency shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or
its Parent Company by a Governmental Authority or an instrumentality thereof. Any determination by the Administrative Agent that a
Revolving Lender is a Defaulting Lender under any of clauses (a) through (c) above will be conclusive and binding absent manifest
error, and such Revolving Lender will be deemed to be a Defaulting Lender upon notification of such determination by the
Administrative Agent to the Borrower, the Issuing Lender and the Revolving Lenders.
“ Delta Connection program ” means carriers that provide lift capacity for the Borrower pursuant to capacity purchase
agreements or similar agreements.
“ Designated Banking Product Agreement ” shall mean any agreement evidencing Designated Banking Product
Obligations entered into by the Borrower and any Person that, at the time such Person entered into such agreement, was a Lender or a
banking Affiliate of a Lender, in each case designated by the relevant Lender and the Borrower, by written notice to the Administrative
Agent, as a “Designated Banking Product Agreement”; provided that so long as any Revolving Lender is a Defaulting Lender, such
Revolving Lender shall not have any rights hereunder with respect to any Designated Banking Product Agreement entered into while
such Revolving Lender was a Defaulting Lender.
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