Delta Airlines 2012 Annual Report Download - page 163

(b) Any prepayments under Section 2.13(a) shall be applied, at the Borrower's option, to (i) repay the
outstanding Revolving Loans of the Revolving Lenders (without any reduction in the Total Revolving Commitment) and Cash
Collateralize the outstanding Letters of Credit in accordance with Section 2.02(j) until all Revolving Loans shall have been paid in full
(plus any accrued but unpaid interest and fees thereon) and no Letters of Credit shall be outstanding, or, if outstanding, then backed by
such Cash Collateralization and/or (ii) prepay the Term Loans of the Term Lenders. All such prepayments of Term Loans shall be
applied to the remaining scheduled Installments in the manner directed by the Borrower. All prepayments under Section 2.13(a) 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 Sections 2.15 and 2.19 hereof. Term Loans prepaid pursuant to
Section 2.13(a) may not be reborrowed.
(c) Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be
prepaid and, in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall
commit the Borrower to prepay such Loan by the amount and on the date stated therein; provided that the Borrower may revoke any
notice of prepayment under this Section 2.13 if such prepayment would have resulted from a refinancing of the Obligations hereunder,
which refinancing shall not be consummated or shall otherwise be delayed. The Administrative Agent shall, promptly after receiving
notice from the Borrower hereunder, notify each Lender of the principal amount of the Loans held by such Lender which are to be
prepaid, the prepayment date and the manner of application of the prepayment.
(d) In the event that, prior to the first anniversary of the Closing Date, there shall occur any Repricing Event,
the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders holding Term Loans subject to
such Repricing Event, (x) in the case of a Repricing Event of the type described in clause (a) of the definition thereof, a prepayment
premium of 1% of the aggregate principal amount of the Term Loans subject to such Repricing Event and (y) in the case of a Repricing
Event of the type described in clause (b) of the definition thereof, an amount equal to 1% of the aggregate principal amount of the Term
Loans subject to such Repricing Event outstanding immediately prior to the effectiveness thereof, in each case, unless such fee is
waived by the applicable Term Lender. Any Term Lender that is a non-consenting Lender in respect of a Repricing Event may be
replaced in accordance with Section 10.08(d) to the extent permitted thereby; provided that any such Term Lender so replaced shall be
entitled to the prepayment premium set forth in clause (x) of the preceding sentence with respect to its Term Loans so assigned unless
such fee is waived by such Term Lender.
SECTION 2.14. Increased Costs .
(a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement subject to Section
2.14(c)) or Issuing Lender; or
(ii) impose on any Lender or Issuing Lender or the London interbank market any other condition (other than
Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Lender of participating in, issuing or
maintaining any Letter of Credit or to re-
46