----------------------------------------------------	x
In re:   DELTA AIR LINES, INC., et al.,   Debtors	: : : : : : :	Chapter 11 Case No.   05-17923 (ASH)   (Jointly Administered)
----------------------------------------------------	x

 

 

 

DAVIS POLK & WARDWELL 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 450-6539 John Fouhey (JF 9006) Marshall S. Huebner (MH 7800) Benjamin S. Kaminetzky (BK 7741) Timothy Graulich (TG 0046) Damian S. Schaible (DS 7427)

 

 

 

 

 

Debtor	Jurisdiction	Case Number
ASA Holdings, Inc.	Georgia	05-17946
Comair Holdings, LLC	Delaware	05-17931
Comair, Inc.	Ohio	05-17924
Comair Services, Inc.	Kentucky	05-17935
Crown Rooms, Inc.	New York	05-17922
DAL Aircraft Trading, Inc.	Delaware	05-17941
DAL Global Services, LLC	Delaware	05-17928
DAL Moscow, Inc.	Delaware	05-17937
Delta AirElite Business Jets, Inc.	Kentucky	05-17942
Delta Air Lines, Inc.	Delaware	05-17923
Delta Benefits Management, Inc.	Delaware	05-17945
Delta Connection Academy, Inc.	Florida	05-17926
Delta Corporate Identity, Inc.	Delaware	05-17932
Delta Loyalty Management Services, LLC	Delaware	05-17939
Delta Technology, LLC	Georgia	05-17927
Delta Ventures III, LLC	Delaware	05-17936
Epsilon Trading, LLC	Delaware	05-17943
Kappa Capital Management, Inc.	Delaware	05-17947
Song, LLC	New York	05-17921

 

 

 

 

 

 

 

 

 

 

 

 

1.

“Administrative Claim” means a Claim for payment of an administrative expense of a kind specified in section 503(b) of the Bankruptcy Code and entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code, including, but not limited to Amex Post-Petition Facility Claims, DIP Facility Claims, Other Administrative Claims and Professional Fee Claims.

 

2.	“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code.

 

3.	“Aircraft Claims Objection Procedures Order” means the Order Establishing Procedures for Certain Objections to Leveraged Lease Claims, entered by the Bankruptcy Court on October 12, 2006 [Docket No. 3383].

 

4.

“Aircraft Equipment” means an aircraft, aircraft engine, propeller, appliance or spare part (as each of these terms is defined in section 40102 of title 49 of the United States Code), including all records and documents relating to such equipment that are required under the terms of any applicable security agreement, lease or conditional sale contract to be surrendered or returned in connection with the surrender or return of such equipment, that is leased to, subject to a security interest granted by or conditionally sold to one of the Debtors.

 

5.

“Allowed” means all or that portion, as applicable, of any Claim against any Debtor (i) that has been listed by the Debtors in the Schedules, as such Schedules may be amended by the Debtors from time to time, as liquidated in amount and not disputed or contingent, and for which no contrary or superseding Proof of Claim has been filed, (ii) that has been expressly allowed by Final Order or under the Plan, (iii) that has been compromised, settled or otherwise resolved pursuant to the Claims Settlement Procedures Order, another Final Order of the Bankruptcy Court or Section 9.2 of the Plan, (iv) that the Debtors do not timely object to in accordance with Section 9.1 of the Plan or (v) that is an Old Note Claim in the amount listed on Schedule 1 hereto; provided, however, that Claims allowed solely for the purpose of voting to accept or reject the Plan shall not be considered “Allowed Claims” for any other purpose under the Plan or otherwise, except if and to the extent otherwise determined to be Allowed as provided herein. Unless otherwise specified under the Plan, under the Bankruptcy Code or by order of the Bankruptcy Court, Allowed Claims shall not, for any purpose under the Plan, include any interest, costs, fees or charges on such Claim from and after the Petition Date.

 

6.	“ALPA” means the Air Line Pilots Association, International.

 

 

 

7.

“ALPA Claim” means that certain $2.1 billion Allowed General Unsecured Claim against Delta that was Allowed pursuant to the Final Order approving the Bankruptcy Restructuring Agreement, entered by the Bankruptcy Court on May 31, 2006 [Docket No. 2647], which Claim is not subject to reconsideration under section 502 of the Bankruptcy Code or otherwise.

 

8.

“ALPA Comair Claim” means that certain $82.5 million Allowed General Unsecured Claim against Comair that was Allowed pursuant to the Final Order Authorizing Debtors To Enter Into Amendments To Agreements Between Comair, Inc. And Its Pilots, As Represented By ALPA, entered by the Bankruptcy Court on March 2, 2007 [Docket No. 4885], which Claim is not subject to reconsideration under section 502 of the Bankruptcy Code or otherwise.

 

9.

“ALPA Released Parties” means ALPA, the ALPA Delta Master Executive Council, the Comair Master Executive Council and each of their current and former officers, committee members, employees, advisors, attorneys, accountants, actuaries, investment bankers, consultants, agents and other representatives.

 

10.	“Amex” means American Express Travel Related Services Company, Inc.

 

11.

“Amex Agreements Assumption Order” means the Order Pursuant to Sections 363(b), 365(a), 1107(a) and 1108 of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure Authorizing Debtors to Assume and Amend the Amex Agreements, entered by the Bankruptcy Court on September 16, 2005 [Docket No. 134].

 

12.	“Amex Entities” means Amex and American Express Bank, F.S.B. (assignee of American Express Centurion Bank).

 

13.

“Amex Post-Petition Facility” means, collectively, (i) that certain Amended and Restated Advance Payment Supplement to Delta American Express Co-Branded Credit Card Program Agreement, dated as of September 16, 2005, among the Amex Entities, Delta, Delta Loyalty Management Services and certain other Delta Affiliates signatory thereto and (ii) that certain Amended and Restated Advance Payment Supplement to Membership Rewards Agreement, dated as of September 16, 2005, among Amex, Delta, Delta Loyalty Management Services and certain other Delta Affiliates signatory thereto, in each case as amended and restated on March 27, 2006 and as may be further amended, restated, modified or extended from time to time.

 

14.	“Amex Post-Petition Facility Claim” means any Claim against any Debtor arising in respect of the “Bankruptcy Loan” (as defined in the Amex Post-Petition Facility) made by Amex under the Amex Post-Petition Facility.

 

15.

“Approval Order” means the Order (i) Approving the Disclosure Statement; (ii) Approving Solicitation Procedures; (iii) Allowing and Estimating Certain Claims for Voting Purposes; (iv) Approving Forms of Ballots and Establishing Procedures for Voting on the Debtors’ Joint Plan of Reorganization and (v) Scheduling a Hearing and

 

 

16.	“ASA Holdings” means ASA Holdings, Inc., a Georgia corporation.

 

17.	“Assumed Municipal Bond Agreements” means (i) each of the Municipal Bond Agreements listed on Schedule 10.3(d) as of the Confirmation Date and (ii) any other Municipal Bond Agreement assumed by the Debtors by separate order of the Bankruptcy Court.

 

18.	“Assumption Effective Date” means the date upon which the assumption of an executory contract or unexpired lease under this Plan is deemed effective, which shall not be later than 60 calendar days after the Effective Date unless otherwise agreed by the relevant Assumption Party.

 

19.	“Assumption Party” means a counterparty to an executory contract or unexpired lease to be assumed and/or assigned by the Debtors under this Plan (and with respect to an Assumed Municipal Bond Agreement, the Indenture Trustee associated with such Assumed Municipal Bond Agreement).

 

20.

“Ballot” means the voting form distributed to each holder of an Impaired Claim entitled to vote, on which the holder is to indicate acceptance or rejection of the Plan in accordance with the Voting Instructions and make any other elections or representations required pursuant to the Plan or the Approval Order.

 

21.	“Bankruptcy Code” means title 11 of the United States Code, as now in effect or as hereafter amended, to the extent applicable to the Chapter 11 Cases.

 

22.	“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York with jurisdiction over these Chapter 11 Cases.

 

23.

“Bankruptcy Restructuring Agreement” means that certain letter of agreement (also known as Letter of Agreement #51) by and between Delta and ALPA, effective as of June 1, 2006, and all attachments and exhibits thereto (including the New Delta ALPA Notes), which was subsequently incorporated into the Pilot Working Agreement.

 

24.	“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, each as now in effect or as hereafter amended, to the extent applicable to the Chapter 11 Cases.

 

25.	“Bar Date Order” means the Order Establishing Deadline for Filing Proofs of Claim and Approving the Form and Manner of Notice Thereof, entered by the Bankruptcy Court on June 5, 2006 [Docket No. 2669].

 

 

26.	“Beneficial Ballots” means the ballots upon which Beneficial Holders shall indicate to Nominees their acceptance or rejection of the Plan in accordance with the Voting Instructions.

 

27.	“Beneficial Holder” or “Beneficial Ownership” means, with respect to any security (including any Municipal Bonds issued pursuant to a Municipal Bond Indenture), having “beneficial ownership” of such security (as determined pursuant to Rule 13d-3 under the Exchange Act).

 

28.	“Business Day” means any day other than a Saturday, a Sunday, a “legal holiday” (as defined in Bankruptcy Rule 9006(a)), or any other day on which banking institutions in New York, New York or Atlanta, Georgia are required or authorized to close by law or executive order.

 

29.	“Case Management Order” means, prior to the Effective Date, the Order Approving Notice, Case Management and Administrative Procedures, entered by the Bankruptcy Court on October 6, 2005 [Docket No. 660], and, on and after the Effective Date, such order as modified by Section 17.16 of the Plan.

 

30.	“Cash” means legal tender of the United States of America or equivalents thereof, including, without limitation, payment in such tender by check, wire transfer or any other customary payment method.

 

31.

“Cause of Action” means, without limitation, any and all actions, proceedings, causes of action, controversies, liabilities, obligations, rights, rights of setoff, recoupment rights, suits, damages, judgments, accounts, defenses, offsets, powers, privileges, licenses, franchises, Claims, counterclaims, cross-claims, affirmative defenses and demands of any kind or character whatsoever, whether known or unknown, asserted or unasserted, reduced to judgment or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable directly or derivatively, existing or hereafter arising, in contract or in tort, in law, in equity or otherwise, based in whole or in part upon any act or omission or other event occurring prior to the Petition Date or during the course of the Chapter 11 Cases, including through the Effective Date. Without limiting the generality of the foregoing, when referring to Causes of Action of the Debtors or their Estates, “Causes of Action” shall include (i) all rights of setoff, counterclaim or recoupment and Claims on contracts or for breaches of duties imposed by law or equity, (ii) Claims pursuant to sections 362, 510, 542, 543, 544 through 550 or 553 of the Bankruptcy Code and (iii) Claims and defenses such as fraud, mistake, duress, usury and any other defenses set forth in section 558 of the Bankruptcy Code. A non-exclusive list of Causes of Action is attached to the Plan as Schedule 13.11.

 

32.	“Chapter 11 Cases” means the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date, with case numbers as set forth in the Introduction to this Plan, that are jointly administered in the case styled In re Delta Air Lines, Inc., et al., Case No. 05-17923 (ASH).

 

 

 

33.	“Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code.

 

34.	“Claims Agent” means Bankruptcy Services, LLC, which is located at 757 Third Avenue, Third Floor, New York, New York 10017 and was retained as the Debtors’ claims agent in the Chapter 11 Cases.

 

35.	“Claims Objection Deadline” means 11:59 p.m. (prevailing Eastern time) on the 180th calendar day after the Effective Date, subject to further extensions or exceptions as may be ordered by the Bankruptcy Court.

 

36.	“Claims Objection Procedures Order” means the Order Establishing Procedures for Claims Objections, entered by the Bankruptcy Court on October 12, 2006 [Docket No. 3381].

 

37.	“Claims Settlement Procedures Order” means the Order Establishing Procedures for Settling and Allowing Disputed Proofs of Claim, entered by the Bankruptcy Court on October 12, 2006 [Docket No. 3382].

 

38.	“Class” means any group of Claims or Interests classified by the Plan pursuant to section 1122(a) of the Bankruptcy Code.

 

39.	“Clayton County Loan Agreements” means each of the Loan Agreements between the Development Authority of Clayton County and Delta, dated as of May 1, 2000.

 

40.	“Collateral” means any property or interest in property of the Debtors subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance and is not otherwise invalid under the Bankruptcy Code or other applicable law.

 

41.

“Collective Bargaining Agreements” means (i) the agreement, effective as of December 1, 2005, between Delta and PAFCA, (ii) the Pilot Working Agreement, (iii) the agreement, dated as of June 22, 2001 (and as modified by Letter of Agreement 1-07, executed on March 2, 2007), between Comair and the Air Line Pilots in the service of Comair, as represented by ALPA, (iv) the agreement, effective as of July 19, 2002, between Comair and the Flight Attendants in the service of Comair, as represented by the International Brotherhood of Teamsters, (v) the agreement, effective as of January 1, 2004, between Comair and the Employees in the service of Comair, as represented by the International Association of Machinists and Aerospace Workers and (vi) the agreement, effective as of January 1, 2005 between Comair and PAFCA, each as amended from time to time.

 

42.	“Comair” means Comair, Inc., an Ohio corporation.

 

43.	“Comair Allocation” means the Plan Shares allocated to the Comair Debtors pursuant to the Valuation Analyses, as described in Section 2.6 of this Plan.

 

 

 

44.

“Comair Convenience Class Distribution” means, with respect to a given Allowed Comair Convenience Class Claim, Cash equal to a percentage of such Allowed Convenience Class Claim determined with reference to the midpoint of the range of recovery estimates for General Unsecured Claims against the Comair Debtors set forth in the Disclosure Statement approved by the Bankruptcy Court.

 

45.	“Comair Debtors” means, collectively, Comair, Comair Holdings, Comair Services, Delta AirElite and Delta Connection Academy.

 

46.	“Comair Disputed Claims Reserve” has the meaning set forth in Section 9.4(b)(ii) of the Plan.

 

47.	“Comair Final Distribution Date” means a day selected by the Reorganized Debtors in their sole discretion that is after the Initial Distribution Date and is no earlier than 20 calendar days after the date on which all Comair Disputed Claims have become either Allowed Claims or Disallowed Claims.

 

48.	“Comair Final Pro Rata Share” means the ratio (expressed as a percentage) of the amount of an Allowed Comair Unsecured Claim to the aggregate amount of all Comair Unsecured Claims (other than Comair Convenience Class Claims) Allowed as of the Comair Final Distribution Date.

 

49.	“Comair Holdings” means Comair Holdings, LLC, a Delaware limited liability company.

 

50.

“Comair Initial Pro Rata Share” means the ratio (expressed as a percentage) of the amount of an Allowed Comair Unsecured Claim to the sum of the aggregate amounts of (i) all Comair Unsecured Claims (other than Comair Convenience Class Claims) Allowed as of the Effective Date and (ii) all Disputed Comair Unsecured Claims (other than any Disputed Comair Convenience Class Claims) that the Reorganized Debtors, on the Effective Date, in consultation with the Creditors’ Committee, reasonably estimate will be Allowed when the allowance or disallowance of each Disputed Claim is ultimately determined.

 

51.	“Comair Plan Consolidation” means the deemed consolidation of the Estates of the Comair Debtors with one another, solely for the purposes of the confirmation of the Plan and the occurrence of the Effective Date, including voting, Confirmation and distribution.

 

52.	“Comair Services” means Comair Services, Inc., a Kentucky corporation.

 

53.	“Comair Unsecured Allocation” means the Comair Allocation.

 

54.	“Compensation Programs” means, collectively, (i) the Director and Management Compensation Program and (ii) the Non-Pilot Compensation Program. Each of the Director and Management Compensation Program and the Non-Pilot Compensation Program is referred to herein as a “Compensation Program.”

 

 

 

55.	“Confirmation” means confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.

 

56.	“Confirmation Date” means the date on which the Confirmation Order is entered by the Bankruptcy Court on its docket.

 

57.	“Confirmation Hearing” means the hearing held by the Bankruptcy Court to consider confirmation of the Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time.

 

58.	“Confirmation Order” means the order of the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming the Plan.

 

59.

“Contingent Claim” means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event that has not yet occurred as of the date on which such Claim is sought to be estimated or on which an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and the applicable Debtor now or hereafter exists or previously existed.

 

60.

“Convenience Class Claim” means a Claim, other than a Claim based on an Old Note, against any of the Debtors that would otherwise be a General Unsecured Claim and that is greater than $0 and less than or equal to $2,000 in Allowed amount; provided, however, that a General Unsecured Claim or a Non-Convenience Class Retiree Claim originally Allowed in an amount in excess of $2,000 may not be sub-divided into multiple Claims of $2,000 or less for purposes of receiving treatment as a Convenience Class Claim.

 

61.	“Covered Municipal Bonds” means the Municipal Bonds listed on Schedule 6.6(b) attached hereto.

 

62.	“Creditor” means any holder of a Claim.

 

63.	“Creditors’ Committee” means the statutory committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code.

 

64.	“Crown Rooms” means Crown Rooms, Inc., a New York corporation.

 

65.

“Cure” means a distribution made in the ordinary course of business following the Effective Date pursuant to an executory contract or unexpired lease assumed under section 365 or 1123 of the Bankruptcy Code (i) in an amount equal to the Proposed Cure (including if such Proposed Cure is zero dollars) or (ii) if a Treatment Objection is filed with respect to the applicable Proposed Cure, then in an amount equal to the unpaid monetary obligations owing by the Debtors and required to be paid pursuant to section

 

 

66.

“Customer Program” means the Debtors’ customer programs and practices, including among others, advance ticket sales, frequent flyer credit card programs, tour operator programs, airport lounge programs, corporate incentive programs, cargo programs and flight school training programs as to which the Debtors were authorized to honor pre-petition obligations and to otherwise continue in the ordinary course of business by the Order Pursuant to Sections 105(a), 363(b), 363(c), 365(a), 1107(a) and 1108 of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure Authorizing the Debtors to (i) Honor Prepetition Obligations to Customers and to Otherwise Continue Customer Programs and Practices in the Ordinary Course of Business and (ii) Authorize Financial Institutions to Honor and Process Related Checks and Transfers, entered by the Bankruptcy Court on September 16, 2005 [Docket No. 152].

 

67.	“CVG Bond Indenture” means that Trust Indenture between Kenton County Airport Board and the CVG Bond Trustee, as successor to Star Bank, N.A., dated as of February 1, 1992.

 

68.	“CVG Bond Trustee” means UMB Bank N.A., as trustee under the CVG Bond Indenture.

 

69.

“CVG Settlement Agreement” means that certain settlement agreement, dated as of March 8, 2007, and incorporated herein by reference, by and among Delta, Kenton County Airport Board and the CVG Bond Trustee, including all attachments and exhibits thereto. A Motion for Entry of an Order (I) Approving Settlement Agreement Pursuant to Federal Rule of Bankruptcy Procedure 9019; (II) Approving the Rejection of Certain Agreements under Section 365 and (III) Authorizing the Entry Into Certain New Agreements Under Section 363 was filed with the Bankruptcy Court on March 8, 2007 [Docket No. 5050], and a hearing was held on April 19, 2007. The effectiveness of the CVG Settlement Agreement is contingent on, among other things, the Bankruptcy Court entering an order approving of the CVG Settlement Agreement.

 

70.	“DAL Aircraft Trading” means DAL Aircraft Trading, Inc., a Delaware corporation.

 

71.	“DAL Global Services” means DAL Global Services, LLC, a Delaware limited liability company.

 

72.	“DAL Moscow” means DAL Moscow, Inc., a Delaware corporation.

 

73.

“Debtors” means each of ASA Holdings, Comair Holdings, Comair, Comair Services, Crown Rooms, DAL Aircraft Trading, DAL Global Services, DAL Moscow, Delta, Delta AirElite, Delta Benefits Management, Delta Connection Academy, Delta Corporate Identity, Delta Loyalty Management Services, Delta Technology, Delta Ventures III,

 

 

74.	“Deferred Agreement Deadline” means 11:59 p.m. (prevailing Eastern time) on the 180th calendar day after the Effective Date, subject to further extensions or exceptions as may be ordered by the Bankruptcy Court.

 

75.	“Deferred Party” means a counterparty to an executory contract or unexpired lease that is designated as “Deferred” on Schedule 10.2(c).

 

76.	“Delta” means Delta Air Lines, Inc., a Delaware corporation.

 

77.	“Delta AirElite” means Delta AirElite Business Jets, Inc., a Kentucky corporation.

 

78.	“Delta Allocation” means the Plan Shares allocated to the Delta Debtors pursuant to the Valuation Analyses, as described in Section 2.6 of this Plan.

 

79.	“Delta Benefits Management” means Delta Benefits Management, Inc., a Delaware corporation.

 

80.	“Delta Board” or “Board” means, as of any date, the then-existing board of directors of Delta, including any duly-formed committee thereof.

 

81.	“Delta Connection Academy” means Delta Connection Academy, Inc., a Florida corporation.

 

82.

“Delta Convenience Class Distribution” means, with respect to a given Allowed Delta Convenience Class Claim, Cash equal to a percentage of such Allowed Convenience Class Claim determined with reference to the midpoint of the range of recovery estimates for General Unsecured Claims against the Delta Debtors set forth in the Disclosure Statement approved by the Bankruptcy Court.

 

83.	“Delta Corporate Identity” means Delta Corporate Identity, Inc., a Delaware corporation.

 

84.	“Delta Debtors” means, collectively, each of the Debtors other than the Comair Debtors.

 

85.	“Delta Disputed Claims Reserve” has the meaning set forth in Section 9.4(b)(i) of this Plan.

 

86.	“Delta Final Distribution Date” means a day selected by the Reorganized Debtors in their sole discretion that is after the Initial Distribution Date and is no earlier than 20 calendar days after the date on which all Delta Disputed Claims have become either Allowed Claims or Disallowed Claims.

 

 

 

87.	“Delta Final Pro Rata Share” means the ratio (expressed as a percentage) of the amount of an Allowed Delta Unsecured Claim to the aggregate amount of all Delta Unsecured Claims (other than Delta Convenience Class Claims) Allowed as of the Delta Final Distribution Date.

 

88.

“Delta Initial Pro Rata Share” means the ratio (expressed as a percentage) of the amount of an Allowed Delta Unsecured Claim to the sum of the aggregate amounts of (i) all Delta Unsecured Claims (other than Delta Convenience Class Claims) Allowed as of the Effective Date and (ii) all Disputed Delta Unsecured Claims (other than any Disputed Delta Convenience Class Claims) that the Reorganized Debtors, on the Effective Date, in consultation with the Creditors’ Committee, reasonably estimate will be Allowed when the allowance or disallowance of each Disputed Claim is ultimately determined.

 

89.	“Delta Loyalty Management Services” means Delta Loyalty Management Services, LLC, a Delaware limited liability company.

 

90.	“Delta Plan Consolidation” means the deemed consolidation of the Estates of the Delta Debtors with one another, solely for the purposes associated with the confirmation of the Plan and the occurrence of the Effective Date, including voting, Confirmation and distribution.

 

91.	“Delta Subsidiary Debtors” means, collectively, each of the Debtors other than Delta and the Comair Debtors.

 

92.	“Delta Technology” means Delta Technology, LLC, a Georgia limited liability company.

 

93.	“Delta Unsecured Allocation” means the Delta Allocation reduced by the number of shares of New Delta Common Stock that will be issuable under the Compensation Programs at or contemporaneously with the Effective Date, not subject to vesting or other restrictions.

 

94.	“Delta Ventures III” means Delta Ventures III, LLC, a Delaware limited liability company.

 

95.	“DIP Agent” means General Electric Capital Corporation, in its capacity as administrative agent under the DIP Facility.

 

96.

“DIP Facility” means that certain Secured Super-Priority Debtor in Possession Credit Agreement, dated as of September 16, 2005, among Delta, as a debtor and debtor in possession under chapter 11 of the Bankruptcy Code, the other Debtors signatory thereto, each as a debtor and debtor in possession under chapter 11 of the Bankruptcy Code, as “Credit Parties,” the lenders from time to time party thereto and General Electric Capital Corporation, as administrative agent, as approved by the Bankruptcy Court pursuant to the DIP Order, as amended and restated on March 27, 2006, and as the same may be further amended, restated, modified or extended.

 

 

 

97.	“DIP Facility Claim” means a Claim against a Debtor arising pursuant to the DIP Facility and/or the DIP Order.

 

98.	“DIP Lenders” means any of the lenders under the DIP Facility as of or after the Effective Date.

 

99.

“DIP Order” means the Order (i) Authorizing Debtors (A) to Obtain Post-petition Credit Facilities Pursuant to sections 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) of the Bankruptcy Code and (B) to Utilize Cash Collateral Pursuant to section 363 of the Bankruptcy Code and (ii) Granting Adequate Protection to Pre-petition Secured Parties Pursuant to sections 361, 362, 363 and 364 of the Bankruptcy Code, entered by the Bankruptcy Court on October 6, 2005 [Docket No. 652].

 

100.

“Director and Management Compensation Program” means that certain compensation program for directors on the New Delta Board and management employees of the Reorganized Debtors, the terms of which shall be acceptable to the Creditors’ Committee in its sole discretion and shall be outlined in a Plan Supplement to be filed no later than 20 calendar days before the Voting Deadline.

 

101.

“Disallowed Claim” means any Claim or any portion thereof that (i) has been disallowed by a Final Order of the Bankruptcy Court, (ii) is listed in the Schedules as “$0,” contingent, disputed or unliquidated and as to which a proof of claim bar date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, (iii) has been agreed to be equal to “$0” or to be expunged pursuant to the Claims Settlement Procedures Order or otherwise or (iv) is not listed on the Schedules and as to which a proof of claim bar date has been established but no Proof of Claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

 

102.	“Disbursing Agent” means Reorganized Delta or any Person or Entity designated or retained by Reorganized Delta, in its sole discretion and without the need for any further order of the Bankruptcy Court, to serve as disbursing agent pursuant to Section 7.1 of the Plan.

 

103.	“Disclosure Statement” means the disclosure statement relating to this Plan, including all exhibits and schedules thereto, as amended, supplemented or modified from time to time, in each case, as approved pursuant to section 1125 of the Bankruptcy Code by the Bankruptcy Court in the Approval Order.

 

104.	“Disputed Claim” means a Claim or any portion thereof that is neither an Allowed Claim nor a Disallowed Claim.

 

 

 

105.	“Disputed Claims Reserves” means, collectively, the Delta Disputed Claims Reserve and the Comair Disputed Claims Reserve.

 

106.	“Distribution Date” means any of (i) the Initial Distribution Date, (ii) each Interim Distribution Date and (iii) each Final Distribution Date.

 

107.

“Distribution Record Date” means, with respect to (i) Claims not relating to Old Notes and (ii) Claims filed by Indenture Trustees relating to Old Notes not being cancelled under this Plan, the Confirmation Date; provided that distributions to holders of Old Notes being cancelled under this Plan shall be made pursuant to Section 7.2(d) of this Plan.

 

108.	“DTC” means the Depository Trust Company.

 

109.

“Effective Date” means the Business Day selected by the Debtors after consultation with the Creditors’ Committee that is (i) on or after the Confirmation Date and on which no stay of the Confirmation Order is in effect and (ii) on or after the date on which the conditions to effectiveness of the Plan specified in Section 14.2 of the Plan have been either satisfied or waived as set forth herein.

 

110.	“Employee Agreement” means any agreement (other than a Collective Bargaining Agreement or standard form documents or policies executed or acknowledged by newly-hired employees) between any of the Debtors and any current or former directors, officers or employees of any of the Debtors.

 

111.	“Entity” means an entity as defined in section 101(15) of the Bankruptcy Code.

 

112.	“Epsilon” means Epsilon Trading, LLC, a Delaware limited liability company.

 

113.	“Estate” means the bankruptcy estate of each Debtor created pursuant to section 541 of the Bankruptcy Code.

 

114.	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

115.

“Excluded DIP Obligations” means (i) under the DIP Facility, the Debtors’ contingent indemnification and expense reimbursement obligations, including any obligations referenced in Section 7.2 thereof, and (ii) under the Pre-petition Loan Documents (as defined in the DIP Order), the Debtors’ contingent indemnity obligations, to the extent that any such claims described in clauses (i) and (ii) of this definition have not been paid in full in Cash as of the Effective Date.

 

116.	“FAA” means the Federal Aviation Administration.

 

117.	“Final Distribution Dates” means, collectively, the Delta Final Distribution Date and the Comair Final Distribution Date.

 

 

 

118.

“Federal Penalty Claim” means any Claim of the IRS, the United States Department of Labor or any other agency, department, instrumentality or division of the United States government that arose on account of, is related to or is attributable to the imposition of a penalty, fine or excise tax with respect to pension contributions for plan years ended before the Debtors’ emergence from chapter 11.

 

119.

“Final Order” means an order or judgment of the Bankruptcy Court or other court of competent jurisdiction that has not been reversed, stayed, modified or amended, and as to which the time to appeal, seek reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure, seek a new trial, reargument or rehearing and, where applicable, petition for certiorari has expired and no appeal, motion for reconsideration under Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure, motion for a new trial, reargument or rehearing or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought, or as to which any motion for reconsideration that has been filed pursuant to Rule 59(b) or 59(e) of the Federal Rules of Civil Procedure or any motion for a new trial, reargument or rehearing has been resolved by the court in which such motion was filed; provided, however, that the possibility that a motion pursuant to Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule, may be filed relating to such order or judgment shall not cause such order or judgment not to be a Final Order.

 

120.	“Financial Projections” has the meaning set forth in Section 6.4 of the Disclosure Statement.

 

121.

“Foreign Agreements” means all executory contracts or unexpired leases as to which the Debtors were authorized to pay their pre-petition debts in the ordinary course of business pursuant to the Order Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for Authorization to (i) Pay Pre-petition Obligations Owed to Foreign Creditors and (ii) Authorize Financial Institutions to Honor and Process Related Checks and Transfers, entered by the Bankruptcy Court on September 16, 2005 [Docket No. 153].

 

122.	“General Unsecured Claim” means a Claim, other than an Administrative Claim, a Convenience Class Claim, a Federal Penalty Claim, a Non-Convenience Class Retiree Claim, an Other Priority Claim, an Other Secured Claim, a Priority Tax Claim, a Secured Aircraft Claim or a Securities Litigation Claim.

 

123.	“HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.

 

124.	“IAM” means International Association of Machinists and Aerospace Workers.

 

125.	“IBT” means International Brotherhood of Teamsters.

 

 

 

126.	“Impaired” means any Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code.

 

127.

“Indemnification Obligation” means any obligation of any Debtor to indemnify directors, officers or employees of any of the Debtors who served in such capacity, with respect to or based upon any act or omission taken or omitted in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective articles or certificates of incorporation, corporate charters, bylaws, operating agreements or similar corporate documents or applicable law in effect as of the Effective Date.

 

128.	“Indemnified Persons” has the meaning set forth in Section 13.7 of this Plan.

 

129.

“Indenture” means (i) the Indenture dated as of March 1, 1983 between Delta and The Citizens and Southern National Bank of Florida, as supplemented by a First Supplemental Indenture dated as of January 27, 1986 and a Second Supplemental Indenture dated as of May 26, 1989 and as further supplemented by a Third Supplemental Indenture dated as of August 10, 1998 between Delta and The Bank of New York, as successor trustee; (ii) the Indenture dated as of April 30, 1990 between Delta and The Citizens and Southern National Bank, as supplemented by the First Supplemental Indenture dated as of August 10, 1998 between Delta and The Bank of New York, as successor trustee; (iii) the Indenture dated as of May 1, 1991 between Delta and The Bank of New York, successor of The Citizens and Southern National Bank of Florida, as supplemented by the First Supplemental Indenture dated as of September 9, 2003 between Delta and The Bank of New York, as Trustee; (iv) the Indenture dated as of December 14, 1999, between Delta and The Bank of New York, as Trustee; (v) the Indenture dated as of June 2, 2003, between Delta and The Bank of New York Trust Company of Florida, N.A., as Trustee; (vi) the Indenture dated as of February 6, 2004, between Delta and The Bank of New York Trust Company of Florida, N.A., as Trustee; (vii) the Indenture dated as of November 24, 2004 between Delta and The Bank of New York Trust Company, N.A., as Trustee; (viii) the Trust Indenture dated as of May 1, 1998 between the Development Authority of Fulton County and SunTrust Bank, Atlanta; (ix) the Trust Indenture dated as of September 1, 1992 between the Development Authority of Fulton County and Trust Company Bank; (x) the Trust Indenture dated as of May 1, 1991 between Dallas-Fort Worth International Airport Facility Improvement Corporation and NCNB Texas National Bank, Fort Worth, Texas - - Dallas Fort Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Bonds, Series 1991; (xi) the Trust Indenture dated as of Sept. 1, 1993 between the Dallas-Fort Worth International Airport Facility Improvement Corporation and NationsBank of Texas, N.A, Dallas, Texas - - Dallas-Forth Worth International Airport Facility Improvement Corporation Delta Air Lines, Inc. Revenue Refunding Bonds, Series 1993; (xii) each of the Municipal Bond Indentures and (xiii) any other indenture or similar instrument issued by or on behalf of a Debtor prior to the Petition Date (other than any indenture or similar instrument under which any Old Aircraft Securities are outstanding).

 

130.	“Indenture Trustee” means an indenture trustee under an Indenture.

 

 

 

131.	“Initial Distribution Date” means a day selected by the Reorganized Debtors in their sole discretion that is as soon as reasonably practicable after, but not later than 60 calendar days after, the Effective Date.

 

132.	“Insurance Plans” means the Debtors’ insurance policies and any agreements, documents or instruments relating thereto entered into prior to the Petition Date.

 

133.	“Intercompany Claim” means any Claim by a Debtor or a Non-Debtor against another Debtor or a Non-Debtor.

 

134.	“Intercompany Contract” means a contract solely between two or more Debtors or a contract solely between one or more Debtors and one or more Non-Debtors entered into prior to the Petition Date.

 

135.

“Interest” means any equity security within the meaning of section 101(16) of the Bankruptcy Code including, without limitation, all issued, unissued, authorized or outstanding shares of stock or other equity interests (including common and preferred), together with any warrants, options, convertible securities, liquidating preferred securities or contractual rights to purchase or acquire such equity interests at any time and all rights arising with respect thereto.

 

136.

“Interim Compensation Order” means the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) to Establish Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals, entered by the Bankruptcy Court on September 15, 2005 [Docket No. 123].

 

137.

“Interim Distribution Date” means the date that is 180 calendar days after the Initial Distribution Date or the most recent Interim Distribution Date thereafter, with such periodic Interim Distribution Dates occurring until, (i) with respect to Delta Claims, the Delta Final Distribution Date has occurred and (ii) with respect to Comair Claims, the Comair Final Distribution Date has occurred.

 

138.

“Interline Agreements” has the meaning ascribed to it in the Debtors’ Motion Pursuant to Sections 105(a), 362(d) and 365(a) of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure for Order (i) Approving Assumption of Interline Agreements, Clearinghouse Agreements, ARC Agreements, Billing and Settlement Plan Agreements, Cargo Agreements, and UATP Agreement, (ii) Authorizing Debtors to Honor Prepetition Obligations Related to SkyTeam Alliance Agreements, US Cargo Sales Joint Venture Agreement, Domestic Alliance Agreements, Code Share Agreements, GDS Agreements, Travel Agency Agreements, Cargo Agency Agreements, In-To-Plane Service Company Claims, Technical Services Sales Agent Agreements, the ATPCO Agreement, Foreign Deeds of Undertaking and the SAFI Arrangement and (iii) Modifying the Automatic Stay Solely to the Extent Necessary to Effectuate the Intended Relief, filed on September 14, 2005 [Docket No. 63].

 

139.	“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

 

 

 

140.	“IRS” means the Internal Revenue Service.

 

141.	“Kappa Capital Management” means Kappa Capital Management, Inc., a Delaware corporation.

 

142.	“Letter of Credit” means a documentary or standby letter of credit issued for the account of any of the Debtors, and any reimbursement agreement or similar agreement entered into prior to the Petition Date in connection therewith.

 

143.	“Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code.

 

144.	“Massport Bonds” means the $497,585,000 Massachusetts Port Authority Special Facilities Revenue Bonds (Delta Air Lines, Inc. Project), Series 2001A, 2001B and 2001C.

 

145.

“Massport Motion” means the Debtors’ Motion Pursuant to Sections 363(b) and 365 of the Bankruptcy Code and Rule 6006 and 9019 of the Federal Rules of Bankruptcy Procedure for Approval of the Amendment, Assumption and Restructuring of Certain Agreements with Massachusetts Port Authority, Ambac Assurance Corporation and The Bank of New York, as Trustee, filed with the Bankruptcy Court on December 15, 2006 [Docket No. 3885].

 

146.	“Massport Trust Agreement” means the Trust Agreement between Massachusetts Port Authority And The Bank of New York, As Trustee, dated as of August 1, 2001, $497,585,000 Massachusetts Port Authority Special Facilities Revenue Bonds (Delta Air Lines, Inc. Project), Series 2001A, 2001B and 2001C.

 

147.	“Master Ballots” means the master ballots upon which the Nominees of Beneficial Holders shall indicate acceptances and rejections of the Plan in accordance with the Voting Instructions.

 

148.	“Municipal Bonds” means the bonds associated with a Municipal Bond Indenture.

 

149.

“Municipal Bond Agreements” means those agreements, as the same may have been amended, supplemented or otherwise modified, governing Delta’s obligations to make payments on Municipal Bonds issued to finance or refinance the acquisition or construction of airport and related facilities, improvements and/or equipment used by Delta.

 

150.	“Municipal Bond Documents” means all documents, as the same may have been amended, supplemented or otherwise modified, associated with a Municipal Bond Agreement and the corresponding Municipal Bonds.

 

151.	“Municipal Bond Indenture” means the following indentures and instruments, including any and all supplements and amendments related thereto: (i) the CVG Bond Indenture; (ii) the Indenture of Trust Between the City of Chicago and Continental

 

 

152.	“New Credit Facility” has the meaning set forth in Section 6.3 of this Plan.

 

153.	“New Credit Facility Agents” means those certain administrative, collateral and other agents for the New Credit Facility Lenders, as described in the New Credit Facility Documents.

 

154.

“New Credit Facility Documents” means, collectively, the credit agreement with respect to the New Credit Facility and any agreements to be executed in connection therewith by and among Reorganized Delta, the Reorganized Subsidiary Debtors party thereto, the New Credit Facility Lenders and the New Credit Facility Agents.

 

155.	“New Credit Facility Lenders” means the lenders that are party to the New Credit Facility Documents from time to time.

 

156.

“New Delta ALPA Notes” means those certain senior unsecured notes in the principal amount of up to $650,000,000 authorized and to be issued in certain circumstances as set forth in and pursuant to the terms of the Bankruptcy Restructuring Agreement (and the Bankruptcy Court Final Order approving the same).

 

157.	“New Delta Board” means the board of directors of Reorganized Delta on the Effective Date, which shall consist of 11 members. One member shall be the Chief Executive Officer of Reorganized Delta. The other 10 members shall be chosen by the Creditors’

 

 

158.	“New Delta Bylaws” means the bylaws of Reorganized Delta, which shall be substantially in the form set forth in a Plan Supplement.

 

159.	“New Delta Certificate of Incorporation” means the certificate of incorporation of Reorganized Delta, which shall be substantially in the form set forth in a Plan Supplement.

 

160.	“New Delta Common Stock” means 1,500,000,000 shares of common stock, $0.0001 par value per share, of Reorganized Delta to be authorized pursuant to the New Delta Certificate of Incorporation.

 

161.

“New Delta CVG Note” means that certain unsecured note in the principal amount of up to $85,000,000 to be issued by Reorganized Delta to the CVG Bond Trustee on behalf of the holders of bonds issued under the CVG Bond Indenture as and to the extent set forth in and pursuant to the CVG Settlement Agreement.

 

162.	“New Delta CVG Note Issuance Date” shall have the meaning ascribed to the term “Issuance Date” in the CVG Settlement Agreement.

 

163.	“New Delta Debt Securities” means (i) the New Delta ALPA Notes and (ii) the New Delta CVG Note.

 

164.	“New Delta Plan Securities” means, collectively, the (i) New Delta Debt Securities and (ii) the New Delta Common Stock.

 

165.

“New Equity Investment Rights Offering Term Sheet” means that certain Memorandum of Understanding Regarding a Possible Rights Offering as Part of the POR by and between Delta and the Creditors’ Committee that was filed with the Bankruptcy Court on May 17, 2006 [Docket No. 2561] and subsequently approved by order of the Bankruptcy Court dated May 31, 2006 [Docket No. 2647].

 

166.	“NOL” means any net operating loss that could be carried forward or back to reduce taxes (including, without limitation, deductions and credits related to alternative minimum taxes).

 

167.	“Nominee” means any broker, dealer, commercial loans institution, financial institution or other nominee in whose name securities are registered or held of record on behalf of a Beneficial Holder.

 

 

 

168.

“Non-Convenience Class Retiree Claim” means a Claim against Delta in an amount that is greater than $2,000 but less than or equal to $100,000 arising from (i) the modification of retiree health or welfare benefits as reflected in a Retiree Term Sheet or (ii) the termination of any non-qualified defined benefit pension plan of the Debtors.

 

169.	“Non-Debtor” means any direct or indirect subsidiary or Affiliate of the Debtors that is not one of the Debtors.

 

170.

“Non-Pilot Compensation Program” means a compensation program for certain non-management, non-pilot employees of the Reorganized Debtors, the terms of which shall be acceptable to the Creditors’ Committee in its sole discretion and shall be outlined in a Plan Supplement to be filed no later than 20 calendar days before the Voting Deadline.

 

171.	“Non-Pilot Retiree Committee” means the official committee of non-pilot retirees appointed in the Chapter 11 Cases pursuant to section 1114 of the Bankruptcy Code.

 

172.

“Non-Pilot Retiree Term Sheet” means that certain term sheet agreement dated as of October 4, 2006, by and between Delta and the Non-Pilot Retiree Committee, and approved by order of the Bankruptcy Court dated October 19, 2006 [Docket No. 3428], with respect to the modification of certain retiree medical benefits.

 

173.

“Notice of Intent to Assume or Reject” means a notice delivered by the Debtors or Reorganized Debtors pursuant to Article 10 of the Plan stating an intent to assume or reject an executory contract or unexpired lease and including a proposed Assumption Effective Date or Rejection Effective Date, as applicable, and, if applicable, a Proposed Cure and/or a proposed assignment.

 

174.	“Old Aircraft Securities” means the securities identified on Schedule 6.6(a) hereto.

 

175.	“Old Notes” means all notes, bonds and other similar instruments issued pursuant to the Indentures.

 

176.	“Old Stock” means all of the issued and outstanding shares of Delta common stock, $0.01 par value per share, and all stock options, warrants or other rights to purchase such stock.

 

177.	“Ordinary Course Professionals Order” means the Order Pursuant to Sections 105(a), 328 and 330 of the Bankruptcy Code and Bankruptcy Rule 2014(a) Authorizing the Debtors to Employ Ordinary Course Professionals, entered by the Bankruptcy Court on September 16, 2005 [Docket No. 200].

 

178.

“Other Administrative Claim” means an Administrative Claim, including, but not limited to: (i) the actual, necessary costs and expenses of preserving the Estates and operating the businesses of the Debtors incurred on or after the commencement of the Chapter 11 Cases, including Cure amounts and other liabilities incurred by the Debtors in the ordinary course of their businesses, (ii) reclamation claims under section 546(c) of the

 

 

179.	“Other Administrative Claim Bar Date” means the date that is 30 calendar days after the Effective Date.

 

180.	“Other Priority Claim” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment pursuant to section 507(a) of the Bankruptcy Code.

 

181.	“Other Secured Claim” means any Secured Claim (including any Secured Claim for taxes due and owing by the Debtors), other than an Amex Post-Petition Facility Claim, a DIP Facility Claim or a Secured Aircraft Claim.

 

182.	“PAFCA” means the Professional Airline Flight Control Association.

 

183.	“PBGC” means the Pension Benefit Guaranty Corporation.

 

184.

“PBGC Claim” means that certain $2.2 billion Allowed General Unsecured Claim against the Debtors that was Allowed pursuant to the Final Order approving the PBGC Settlement Agreement, which Allowed General Unsecured Claim is not subject to reconsideration under section 502 of the Bankruptcy Code or otherwise.

 

185.

“PBGC Settlement Agreement” means that certain settlement agreement, dated as of December 4, 2006, by and among Delta and certain affiliated entities, the Benefit Funds Investment Committee of Delta, the Administrative Committee of Delta and PBGC, including all attachments and exhibits thereto, as approved by the Order Granting Debtors’ Motion for Approval of Settlement Agreement With Pension Benefit Guaranty Corporation, entered by the Bankruptcy Court on December 20, 2006 [Docket No. 3949], and as amended by the Amendment dated April 23, 2007 by and among Delta and certain affiliated entities, the Benefit Funds Investment Committee of Delta, the Administrative Committee of Delta and PBGC, and incorporated herein by reference. In the event a particular term of the Plan conflicts with a particular term of the PBGC Settlement Agreement, the PBGC Settlement Agreement shall control and the terms of the Plan shall

 

 

186.	“Pension Protection Act” means the Pension Protection Act of 2006, Pub. L. No. 109-280.

 

187.	“Person” or “person” means a person as defined in section 101(41) of the Bankruptcy Code.

 

188.	“Petition Date” means September 14, 2005, the date on which the Debtors commenced the Chapter 11 Cases, and, where relevant, the time of the filing of the Debtors’ chapter 11 petitions on such date.

 

189.	“Pilot Retiree Committee” means the official committee of retired pilots appointed in the Chapter 11 Cases pursuant to section 1114 of the Bankruptcy Code.

 

190.	“Pilot Retiree Term Sheet” means that certain term sheet agreement dated as of October 4, 2006, by and between Delta and the Pilot Retiree Committee, and approved by order of the Bankruptcy Court dated October 19, 2006 [Docket No. 3428], with respect to the modification of retiree medical benefits.

 

191.	“Pilot Working Agreement” means the amended and restated agreement, effective as of June 1, 2006, between Delta and the Air Line Pilots in the service of Delta, as represented by ALPA, incorporating the Bankruptcy Restructuring Agreement, as the same may be amended from time to time.

 

192.

“Plan” means this Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, including all Plan Supplements and all exhibits, supplements, appendices and schedules to any of the foregoing, as any of them may be amended or modified from time to time hereunder or in accordance with applicable law.

 

193.	“Plan Consolidations” means collectively, the Delta Plan Consolidation and the Comair Plan Consolidation.

 

194.

“Plan Documents” means the agreements, instruments and documents to be executed, delivered, assumed and/or performed in conjunction with the consummation of the Plan on and after the Effective Date, including, without limitation, (i) the New Delta Bylaws, (ii) the New Delta Certificate of Incorporation, (iii) the Reorganized Subsidiary Debtors’ Certificates of Incorporation, (iv) the Director and Management Compensation Program, (v) the Non-Pilot Compensation Program and (vi) any other instruments and documents listed in Plan Supplements; provided that in the case of any material instruments or documents as to which a standard of Creditors’ Committee consent is not otherwise expressly stated herein, such instruments or documents shall be subject to the reasonable consent of the Creditors’ Committee.

 

 

 

195.	“Plan Shares” means the 400,000,000 shares of New Delta Common Stock to be issued under this Plan (i) to holders of Unsecured Claims and (ii) under the Compensation Programs at or contemporaneously with the Effective Date, not subject to vesting or other restrictions.

 

196.

“Plan Supplements” means, collectively, the documents, agreements, instruments, schedules and exhibits and forms thereof specified in the Plan to be filed as specified in Section 17.6 of the Plan as Plan Supplements, as each such document, agreement, instrument, schedule and exhibit and form thereof may be altered, restated, modified or replaced from time to time, including subsequent to the filing of any such documents. Subsequent to their initial filing pursuant to Section 17.6, the Debtors shall, unless otherwise provided under the Plan, be free to modify any such documents without further filings or notice to any party; provided that, in the case of modifications to the forms of the New Delta Bylaws, the New Delta Certificate of Incorporation or the terms of the Compensation Programs or material modifications to any of the Reorganized Subsidiary Debtors’ Bylaws or any of the Reorganized Subsidiary Debtors’ Certificates of Incorporation, any such modifications must be acceptable to the Creditors’ Committee in its sole discretion; provided further that, in the case of material modifications to all material Plan Supplements not otherwise specifically addressed herein, the Debtors may make such modifications with the consent of the Creditors’ Committee, such consent not to be unreasonably withheld. Each such document, agreement, instrument, schedule or exhibit or form thereof is referred to herein as a “Plan Supplement.”

 

197.	“Post-Effective Date Committee” has the meaning set forth in Section 17.5 of this Plan.

 

198.	“Post-Effective Date Committee Expense Cap” means $750,000, unless Reorganized Delta shall consent to any additional amounts, such consent not to be unreasonably withheld.

 

199.

“Post-Petition Aircraft Agreement” means a new or renegotiated agreement (including leases, subleases, security agreements and mortgages and any amendments, modifications or supplements of or to any lease, sublease, security agreement or mortgage and such leases, subleases, security agreements or mortgages as so amended, modified or supplemented, and any agreement settling or providing for any claims or otherwise addressing any matters relating to any lease, sublease, security agreement or mortgage or any amendment, modification or supplement of or to any lease, sublease, security agreement or mortgage) entered into after the Petition Date by the Debtors relating to Aircraft Equipment and either (i) listed on Schedule 10.4(e) hereto or (ii) entered into subsequent to the filing of such Schedule and identified by the Debtors as a Post-Petition Aircraft Agreement in a filing with the Bankruptcy Court.

 

200.

“Post-Petition Aircraft Obligation” means any obligation arising pursuant to a Post-Petition Aircraft Agreement; provided, however, that obligations under such Post-Petition Aircraft Agreements shall only be deemed Post-Petition Aircraft Obligations to the extent specifically provided in such agreements.

 

 

201.	“Pre-Termination Order” means the Further Order Concerning the Stipulation and Consent Order Between the Debtors, the Creditors’ Committee and DP3, Inc., entered by the Bankruptcy Court on August 28, 2006 [Docket No. 3152].

 

202.	“Pre-Termination Stipulation” means the Stipulation and Consent Order Between the Debtors, the Creditors’ Committee and DP3, Inc., entered by the Bankruptcy Court on June 2, 2006 [Docket No. 2656].

 

203.	“Priority Tax Claim” means an unsecured Claim of a governmental unit entitled to priority pursuant to section 507(a)(8) or specified under section 502(i) of the Bankruptcy Code and shall not include a Federal Penalty Claim.

 

204.	“Professional” means a person retained in the Chapter 11 Cases by separate Bankruptcy Court order pursuant to sections 327 and 1103 of the Bankruptcy Code or otherwise, but not including any person retained pursuant to the Ordinary Course Professionals Order.

 

205.

“Professional Fee Claims” means an Administrative Claim of a Professional for compensation for services rendered or reimbursement of costs, expenses or other charges and disbursements incurred during the period from the Petition Date through the last day of the calendar month immediately preceding the Confirmation Date.

 

206.	“Proof of Claim” means a proof of claim filed by a holder of a Claim in accordance with the Bar Date Order.

 

207.

“Proposed Cure” means, with respect to a particular executory contract or unexpired lease, the consideration that the Debtors propose (which may be zero or some amount greater than zero) (i) on the notices sent to Assumption Parties listed on Schedule 10.2(a) or Schedule 10.3(d) or (ii) on a Notice of Intent to Assume or Reject, in each case as full satisfaction of the Debtors’ obligations with respect to such executory contract or unexpired lease pursuant to section 365(b) of the Bankruptcy Code.

 

208.	“Recharacterization Party” has the meaning set forth in Section 10.2(d) of this Plan.

 

209.

“Registration Rights Agreement” means one or more registration rights agreements to be entered into by Reorganized Delta, the terms of which shall be subject to the approval of the Creditors’ Committee (except to the extent set forth in a stipulation, contract or similar binding agreement to which Delta has agreed or become subject to during these Chapter 11 Cases), which approval shall not unreasonably be withheld.

 

210.

“Reinstated” or “Reinstatement” means (i) leaving unaltered the legal, equitable and contractual rights to which a Claim or Interest entitles the holder thereof so as to leave such Claim or Interest Unimpaired in accordance with section 1124 of the Bankruptcy Code or (ii) notwithstanding and without giving effect to any contractual provision or applicable law that entitles a Creditor to demand or receive accelerated payment of a Claim after the occurrence of a default, (A) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code, (B) reinstating

 

 

211.	“Rejected Municipal Bond Agreements” means (i) any Municipal Bond Agreement listed on Schedule 10.2(b) as of the Confirmation Date and (ii) any other Municipal Bond Agreement rejected by the Debtors by separate order of the Bankruptcy Court.

 

212.	“Rejection Bar Date” means the deadline for filing Proofs of Claim arising from the rejection of an executory contract or unexpired lease, which deadline shall be 30 calendar days after the entry of an order approving the rejection of such executory contract or unexpired lease.

 

213.	“Rejection Claim” means a Claim under section 502(g) of the Bankruptcy Code.

 

214.	“Rejection Effective Date” means the date upon which the rejection of an executory contract or unexpired lease under this Plan is deemed effective, which shall not be later than 60 calendar days after the Effective Date unless otherwise agreed by the relevant Rejection Party.

 

215.	“Rejection Party” means a counterparty to an executory contract or unexpired lease to be rejected by the Debtors under this Plan (and with respect to a Rejected Municipal Bond Agreement, the Indenture Trustee associated with such Rejected Municipal Bond Agreement).

 

216.	“Released Parties” has the meaning set forth in Section 13.6 of the Plan.

 

217.	“Remaining Pre-Paid Excise Taxes” has the meaning set forth in Section 3.1(b) of the Plan.

 

218.	“Reorganized Comair” means Comair on and after the Effective Date.

 

219.	“Reorganized Debtors” means, collectively, each of the Debtors on and after the Effective Date.

 

220.	“Reorganized Delta” means Delta on and after the Effective Date.

 

 

221.	“Reorganized Subsidiary Debtors” means, collectively, each of the Subsidiary Debtors on and after the Effective Date.

 

222.	“Reorganized Subsidiary Debtors’ Bylaws” means the bylaws of the Reorganized Subsidiary Debtors that are organized as corporations and the operating agreements of the Reorganized Subsidiary Debtors that are organized as limited liability companies.

 

223.	“Reorganized Subsidiary Debtors’ Certificates of Incorporation” means the certificates of incorporation or other formation documents (as applicable) of the Reorganized Subsidiary Debtors.

 

224.	“Restructuring Transactions” means those transactions described in Section 6.2 of the Plan.

 

225.	“Retiree Committees” means, collectively, the Pilot Retiree Committee and the Non-Pilot Retiree Committee.

 

226.	“Retiree Term Sheets” means, collectively, the Non-Pilot Retiree Term Sheet and the Pilot Retiree Term Sheet.

 

227.

“Roll-Up Transaction” means (i) a dissolution or winding up of the corporate existence of a Debtor or a Reorganized Debtor, as applicable, under applicable state law, or the consolidation, merger, contribution of assets or other transaction in which a Debtor or a Reorganized Debtor, as applicable, merges with or transfers substantially all of its assets and liabilities to another Debtor or Reorganized Debtor or one or more of their Affiliates or (ii) a change in form of a Debtor or Reorganized Debtor.

 

228.	“Savings Plan” means the Delta Family-Care Savings Plan.

 

229.	“Schedules” means the schedules of assets and liabilities and the statements of financial affairs filed by the Debtors pursuant to section 521 of the Bankruptcy Code, as such schedules and statements have been or may be supplemented, modified or amended from time to time.

 

230.

“Section 1113 Restructuring Agreements” means, collectively, (i) the Bankruptcy Restructuring Agreement, (ii) the Letter of Agreement, effective as of December 31, 2006, between Comair and the Flight Attendants in the service of Comair, as represented by the International Brotherhood of Teamsters, (iii) the Letter of Agreement, dated as of October 18, 2006, effective as of December 31, 2006, between Comair and the Employees in the service of Comair, as represented by the International Association of Machinists and Aerospace Workers and (iv) the Letter of Agreement between Comair and PAFCA, effective as of December 1, 2005, in each case including any agreements therein in respect of indemnification.

 

231.	“Secured Aircraft Claim” means a Claim that is secured by a security interest in, or a lien on, any Aircraft Equipment (to the extent the Debtors have not abandoned such

 

 

232.

“Secured Claim” means any Claim or portion thereof (i) that is reflected in the Schedules or a Proof of Claim as a secured claim and is secured by a Lien on Collateral, to the extent of the value of such Collateral, as determined in accordance with section 506(a) and, if applicable, section 1129(b) of the Bankruptcy Code or (ii) to the extent that the holder thereof has a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

 

233.	“Securities Act” means the Securities Act of 1933, as amended.

 

234.

“Securities Litigation Claim” means any Claim or Cause of Action against any of the Debtors (i) arising from rescission of a purchase or sale of shares, notes or any other securities of any of the Debtors or an Affiliate of any of the Debtors, (ii) for damages arising from the purchase or sale of any such security, (iii) for violations of the securities laws, misrepresentations or any similar Claims related to the foregoing or otherwise subject to subordination under section 510(b) of the Bankruptcy Code, (iv) for reimbursement, contribution or indemnification allowed under section 502 of the Bankruptcy Code on account of any such Claim, including Claims based upon allegations that the Debtors made false and misleading statements or engaged in other deceptive acts in connection with the offer or sale of securities or (v) for attorneys’ fees, other charges or costs incurred on account of any of the foregoing Claims or Causes of Action.

 

235.	“Servicer” means an indenture trustee (including any Indenture Trustee or trustee for a Municipal Bond Indenture), owner trustee, pass through trustee, subordination agent, agent, servicer or any other authorized representative of Creditors recognized by the Debtors.

 

236.	“Solicitation Agent” means Bankruptcy Services, LLC, the Debtors’ solicitation agent.

 

237.	“Song” means Song, LLC, a New York limited liability company.

 

238.	“Sub-plan” means one or more sub-plans of reorganization described in Article 2 with respect to any individual Debtor.

 

239.	“Subsidiary Debtors” means, collectively, each of the Debtors other than Delta. To the extent the context requires any reference to the Subsidiary Debtors after the Effective Date, Subsidiary Debtors shall mean the Reorganized Subsidiary Debtors.

 

240.	“Surety Bond” means a surety bond issued for the benefit of any of the Debtors prior to the Petition Date by (i) Fianzas México Bital (Fiamex), (ii) Liberty Mutual Insurance Company, (iii) St. Paul Guarantee Insurance Company or (iv) Travelers Casualty and

 

 

241.

“Transfer” and words of like import mean, with respect to any security or the right to receive a security or to participate in any offering of any security (each a “security” for purposes of this definition), the sale, transfer, pledge, hypothecation, encumbrance, assignment, constructive sale, participation in or other disposition of such security or the Beneficial Ownership thereof, the offer to make such a sale, transfer, constructive sale or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing and whether or not directly or indirectly, to effect any of the foregoing. The term “constructive sale” for purposes of this definition means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any transaction that has substantially the same effect as any of the foregoing.

 

242.

“Treatment Objection” means an objection to the Debtors’ proposed assumption or rejection of an executory contract or unexpired lease pursuant to the provisions of this Plan (including an objection to the proposed Assumption Effective Date or Rejection Effective Date, the Proposed Cure and/or any proposed assignment, but not including an objection to any Rejection Claim) that is properly filed with the Bankruptcy Court and served in accordance with the Case Management Order by the applicable Treatment Objection Deadline.

 

243.

“Treatment Objection Deadline” means the deadline for filing and serving a Treatment Objection, which deadline shall be 4:00 p.m. (prevailing Eastern Time) on, (i) with respect to an executory contract or unexpired lease listed on Schedule 10.2(a), 10.2(b) or 10.2(c), the 15th calendar day after the relevant schedule is filed and notice thereof is mailed, (ii) with respect to an executory contract or unexpired lease the proposed treatment of which has been altered by an amended or supplemental Schedule 10.2(a), 10.2(b) or 10.2(c), the 15th calendar day after such amended or supplemental schedule is filed and notice thereof is mailed, (iii) with respect to an executory contract or unexpired lease for which a Notice of Intent to Assume or Reject is filed, the 15th calendar day after such notice is filed and notice thereof is mailed, (iv) with respect to any executory contract or unexpired lease that is listed on Schedule 10.2(c) but for which no Notice of Intent to Assume or Reject is filed by the Deferred Agreement Deadline, the 15th calendar day after the Deferred Agreement Deadline and (v) with respect to any other executory contract or unexpired lease, including any to be assumed or rejected by category pursuant to Sections 10.1, 10.3 or 10.4 of the Plan (without being listed on Schedule 10.2(a) or 10.2(b)), the deadline for objections to Confirmation of the Plan established pursuant to the Approval Order or other order of the Bankruptcy Court.  Notwithstanding the foregoing, with respect to any Municipal Bond Agreement to be assumed or rejected pursuant to Article 10 of the Plan, the deadline for filing and serving a Treatment Objection shall be 4:00 p.m. (prevailing Eastern Time) on (i) the 21st

 

 

244.	“Unimpaired” refers to any Claim or Interest that is not Impaired.

 

245.	“Union” means each of ALPA, IBT, IAM and PAFCA.

 

246.	“United States Trustee” means the United States Trustee for the Southern District of New York.

 

247.	“Unliquidated Claim” means any Claim, the amount of liability for which has not been fixed, whether pursuant to agreement, applicable law or otherwise, as of the date on which such Claim is sought to be estimated.

 

248.	“Unsecured Claim” means, with respect to the Delta Debtors and the Comair Debtors, a General Unsecured Claim, a Convenience Class Claim, and, only with respect to the Delta Debtors, a Non-Convenience Class Retiree Claim.

 

249.	“Valuation Analyses” has the meaning set forth in Section 6.3(b) of the Disclosure Statement.

 

250.

“Voting Deadline” means the date established by the Approval Order by which the Solicitation Agent must actually receive an otherwise valid vote on the Plan in order for such vote to count as a vote to accept or reject the Plan. Such deadline will be 4:00 p.m. (prevailing Eastern Time) on April 9, 2007.

 

251.	“Voting Instructions” means the instructions for voting on the Plan contained in the Approval Order, Article 7 of the Disclosure Statement and the Ballots, the Master Ballots and the Beneficial Ballots.

 

252.	“Voting Record Date” means the record date for voting on the Plan, which shall be February 1, 2007.

 

253.	“Workers’ Compensation Plan” means each of the Debtors’ written contracts, agreements, agreements of indemnity, qualified self-insurance workers’ compensation bonds, policies, programs and plans for workers’ compensation and workers’ compensation insurance entered into prior to the Petition Date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 2.6.

Allocation of Plan Shares

 

 

 

 

Section 2.7.

Confirmation in the Event of Rejection of the Plan by One or More Impaired Classes of Claims Against the Comair Debtors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
1	Other Priority Claims against the Delta Debtors	Payment in full in Cash; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept
2	Secured Aircraft Claims against the Delta Debtors	Payment in full in Cash; Reinstatement of the legal, equitable and contractual rights of the holder of such Claim; payment of the proceeds of the sale or disposition of the Collateral securing such Claim to the extent of the value of the holder’s secured interest in such Collateral; return of Collateral securing such Claim; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
3	Other Secured Claims against the Delta Debtors	Payment in full in Cash; Reinstatement of the legal, equitable and contractual rights of the holder of such Claim; payment of the proceeds of the sale or disposition of the Collateral securing such Claim to the extent of the value of the holder’s secured interest in such Collateral; return of Collateral securing such Claim; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept
4	General Unsecured Claims against the Delta Debtors	New Delta Common Stock equal to pro rata share of Delta Unsecured Allocation.	62 - 78%†	Impaired	Entitled to Vote

 

 

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
5	Non-Convenience Class Retiree Claims against Delta	New Delta Common Stock equal to pro rata share of Delta Unsecured Allocation; or, if requested on Ballot, Cash proceeds from sale of pro rata share of Delta Unsecured Allocation.2	62 - 78%†	Impaired	Entitled to Vote
6	Convenience Class Claims against the Delta Debtors	Cash determined with reference to the midpoint of the range of recovery estimates for General Unsecured Claims against the Delta Debtors set forth in the Disclosure Statement.	62 - 78%†	Impaired	Entitled to Vote
7a	Interests in Delta	No distribution.	0%	Impaired	Deemed to Reject
7b	Interests in the Delta Subsidiary Debtors	Reinstatement of Interests.	Retained	Unimpaired	Deemed to Accept
8	Securities Litigation Claims against the Delta Debtors	No distribution.	0%	Impaired	Deemed to Reject

 

 

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
1	Other Priority Claims against the Comair Debtors	Payment in full in Cash; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept
2	Secured Aircraft Claims against the Comair Debtors	Payment in full in Cash; Reinstatement of the legal, equitable and contractual rights of the holder of such Claim; payment of the proceeds of the sale or disposition of the Collateral securing such Claim to the extent of the value of the holder’s secured interest in such Collateral; return of Collateral securing such Claim; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
3	Other Secured Claims against the Comair Debtors	Payment in full in Cash; Reinstatement of the legal, equitable and contractual rights of the holder of such Claim; payment of the proceeds of the sale or disposition of the Collateral securing such Claim to the extent of the value of the holder’s secured interest in such Collateral; return of Collateral securing such Claim; or other treatment that will render the Claim Unimpaired.	100%	Unimpaired	Deemed to Accept
4	General Unsecured Claims against the Comair Debtors	New Delta Common Stock equal to pro rata share of Comair Unsecured Allocation.	76-100%‡	Impaired	Entitled to Vote
5	Convenience Class Claims against the Comair Debtors	Cash determined with reference to the midpoint of the range of recovery estimates for General Unsecured Claims against the Comair Debtors set forth in the Disclosure Statement.	76-100%‡	Impaired	Entitled to Vote

 

 

Class	Designation	Plan Treatment of Allowed Claims	Projected Recovery Under the Plan	Status	Voting Rights
6	Interests in the Comair Debtors	Reinstatement of Interests.	Retained	Unimpaired	Deemed to Accept
7	Securities Litigation Claims against the Comair Debtors	No distribution.	0%	Impaired	Deemed to Reject

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Subject to Section 4.3(b), in accordance with and giving effect to the provisions of section 1124(1) of the Bankruptcy Code, Intercompany Claims are Unimpaired by the Plan.  However, the Debtors, in their sole discretion, retain the right to eliminate or adjust any Intercompany Claims as of the Effective Date by offset, cancellation, contribution or otherwise.

 

(b)	Intercompany Claims between the Comair Debtors and the Delta Debtors (other than trade payables and receivables and other current accounts, which will continue to be