Delta Airlines 2012 Annual Report Download - page 162

(a)
The Borrower shall prepay the Loans in an amount necessary to comply with Section 6.06 and Section 6.10,
in each case in the manner set forth in Section 2.12(b).
(b) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) shall be applied, to
prepay first , the outstanding Term Loans in accordance with Section 2.17(e) and, second , outstanding Revolving Loans (and to
provide Cash Collateralization for the outstanding LC Exposure following the repayment of all outstanding Revolving Loans). All such
prepayments of Revolving Loans (and Cash Collateralization of the outstanding LC Exposure) shall be accompanied by a
corresponding permanent reduction in the Revolving Commitments. To the extent that the amount required to be applied to the
prepayment of Revolving Loans (and to the Cash Collateralization of the outstanding LC Exposure) exceeds the aggregate principal
amount of all outstanding Revolving Loans and all outstanding LC Exposure, the Revolving Commitments shall be permanently
reduced in the amount of such excess. Any Cash Collateralization of outstanding LC Exposure shall be consummated in accordance
with Section 2.02(j). The application of any prepayment pursuant to Section 2.12(a) shall be made, first , to ABR Loans and, second
, to
Eurodollar Loans. Term Loans prepaid pursuant to Section 2.12(a) may not be reborrowed.
(c) Upon the Revolving Facility Termination Date, the Revolving Commitments shall be terminated in full and
the Borrower shall repay the Revolving Loans in full and, except as the Administrative Agent may otherwise agree in writing, if any
Letter of Credit remains outstanding, comply with Section 2.02(i) in accordance therewith.
(d) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the
principal amount being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more
fully described in Section 2.15 and 2.19 hereof.
(e) If at any time the Total Revolving Extensions of Credit for any reason exceed the Total Revolving
Commitment at such time (taking into account any permanent reductions of Revolving Commitments required pursuant to Section 2.12
(b)), the Borrower shall prepay Revolving Loans on a pro rata basis in an amount sufficient to eliminate such excess. If, after giving
effect to the prepayment of all outstanding Revolving Loans, the Total Revolving Extensions of Credit exceed the Total Revolving
Commitment then in effect, the Borrower shall Cash Collateralize outstanding Letters of Credit to the extent of such excess.
SECTION 2.13. Optional Prepayment of Loans .
(a) The Borrower shall have the right, at any time and from time to time, to prepay any Loans, in whole or in
part, (i) with respect to Eurodollar Loans, upon delivery of written or facsimile notice in the form of Exhibit F received by 12:00 noon,
New York City time, three Business Days prior to the proposed date of prepayment and (ii) with respect to ABR Loans, upon delivery
of written or facsimile notice in the form of Exhibit F received by 12:00 noon, New York City time, one Business Day prior to the
proposed date of prepayment; provided , however , that (A) each such partial prepayment shall be in an amount not less than
$5,000,000 and in integral multiples of $1,000,000, (B) no prepayment of Eurodollar Loans shall be permitted pursuant to this Section
2.13(a) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the
amounts described in Section 2.15, and (C) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the aggregate
principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $10,000,000.
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