Delta Airlines 2012 Annual Report Download - page 152

(f) Limitation on Interest Period . Notwithstanding any other provision of this Agreement, the Borrower shall
not be entitled to request, or to elect to convert or continue, (i) any Borrowing of a Revolving Loan if the Interest Period requested with
respect thereto would end after the Revolving Facility Maturity Date, (ii) any Borrowing of a Term B-1 Loan if the Interest Period
requested with respect thereto would end after the Term B-1 Loan Maturity Date or (iii) any Borrowing of a Term B-2 Loan if the
Interest Period requested with respect thereto would end after the Term B-2 Loan Maturity Date.
SECTION 2.02 Letters of Credit .
(a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and,
subject to the penultimate sentence of clause (b) below, the applicable Issuing Lender shall issue) Letters of Credit, at any time and
from time to time during the Revolving Availability Period, in each case, for the Borrower's own account or the account of the
Borrower or any Subsidiary, in a form reasonably acceptable to the Administrative Agent, such Issuing Lender and the Borrower. In the
event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to
any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to
reimburse the Issuing Lender hereunder for any and all drawings under such Letter of Credit.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of
Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall either provide (i) telephonic
notice promptly followed by written notice or (ii) hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the applicable Issuing Lender (which approval shall not be unreasonably withheld, delayed or
conditioned)) to the applicable Issuing Lender and the Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall be a Business
Day), (2) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (3) the amount of
such Letter of Credit, (4) the name and address of the beneficiary thereof and (5) such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Lender, the Borrower also shall submit a
letter of credit application on such Issuing Lender's standard form in connection with any request for a Letter of Credit; provided that to
the extent such standard form is inconsistent with the Loan Documents, the Loan Documents shall control. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (x) the
LC Exposure shall not exceed the LC Commitment and (y) the aggregate amount of the Unused Total Revolving Commitment shall not
be less than zero. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance, renewal,
extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written
confirmation from the Administrative Agent that it is then permitted under this Agreement.
(c) Expiration Date
. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date
that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after
such renewal or extension)
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