Delta Airlines 2012 Annual Report Download - page 143

facilities (each, a “ Refinancing Revolving Facility ”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are
collectively referred to as “ Refinancing Facilities ”) made available under this Agreement with the consent of the Borrower and the
Administrative Agent (which consent shall not be unreasonably withheld) and the lenders providing such financing (and no other
lenders) or (ii) one or more series of senior secured notes or term facilities or, in the case of Indebtedness incurred to refinance the
Revolving Facility (or any Refinancing Revolving Facility), revolving credit facilities outside of this Agreement; provided that (A) in
the case of any refinancing of the Term Loans (or any refinancing thereof incurred pursuant to the preceding clause (y)), any
Refinancing Debt shall not mature prior to the maturity date of, or have a shorter Weighted Average Life to Maturity than, the Term
Loans (or any refinancing thereof incurred pursuant to the preceding clause (y)) being refinanced, (B) in the case of any refinancing of
the commitments under the Revolving Facility (or any refinancing thereof incurred pursuant to the preceding clause (y)), any
Refinancing Debt shall not mature, and there shall be no scheduled commitment reductions or scheduled amortization payments under
any such Refinancing Debt, prior to the maturity date of the revolving commitments being refinanced, (C) the other terms and
conditions of such Refinancing Debt (excluding pricing, premium, maturity, scheduled amortization and optional prepayment or
redemption provisions) shall be customary market terms for indebtedness of such type ( provided that a certificate of a Responsible
Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with
a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be
conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the
Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the
basis upon which it disagrees), (D) after giving pro forma effect to the incurrence of Refinancing Debt (in the case of any Refinancing
Debt in the form of a revolving credit facility, to the extent of any drawings to be made thereunder on the date of effectiveness of the
related commitments) and the application of the net proceeds therefrom, the Borrower shall be in pro forma compliance with Section
6.04, Section 6.05 and Section 6.06, (E) there shall be no additional direct or contingent obligors with respect to such Refinancing Debt,
and (F) no Lender shall be obligated to provide any such Refinancing Debt.
“ Register ” shall have the meaning set forth in Section 10.02(a)(iv).
“ Related Parties ” shall mean, with respect to any specified Person, such Person's Affiliates and the respective
directors, officers, partners, members, employees, agents and advisors of such Person and such Person's Affiliates.
“ Release ” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, migrating, dumping, or disposing into the indoor or outdoor environment (including the abandonment or discarding of barrels,
containers and other closed receptacles containing any hazardous substance or pollutant or contaminant).
“ Replacement Pacific Route ” shall mean a Pacific Route which has a value at least equal to the Pacific Route which it
is replacing and which shall have been made subject to the pledge of the Security Agreement, subject to the satisfactory review and
approval of the Administrative Agent.
“ Replacement Term Loans ” shall have the meaning set forth in Section 10.08(e).
“ Repricing Event ” shall mean (a) any prepayment, repayment, refinancing, substitution or replacement of all or a
portion of the Term Loans with the proceeds of, or any conversion of Term Loans into, any new or replacement tranche of syndicated
term loans (including Replacement Term Loans, Refinancing Facilities or other term loans under this Agreement) having an “effective
yield” (tak-
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