Delta Airlines 2012 Annual Report Download - page 170

not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation cease to apply.
SECTION 2.19. Certain Fees . The Borrower shall pay (i) to the Arrangers party thereto the fees set forth in that
certain Fee Letter, dated as of September 28, 2012, among such Arrangers and the Borrower at the times set forth therein, (ii) to the
Administrative Agent the fees set forth in that certain Agency Fee Letter, dated as of September 28, 2012, between the Administrative
Agent and the Borrower and (iii) to the Collateral Trustee the fees set forth in that certain Collateral Trustee Fee Letter, dated as of the
Closing Date, between the Collateral Trustee and the Borrower, in each case at the times set forth therein, and as otherwise heretofore
agreed.
SECTION 2.20. Commitment Fee and Upfront Term Loan Fee .
(a) The Borrower shall pay to the Administrative Agent for the accounts of the Revolving Lenders a
commitment fee (the “ Commitment Fee ”) for the period commencing on the Closing Date to the Revolving Facility Termination Date
or the earlier date of termination of the Revolving Commitment, computed (on the basis of the actual number of days elapsed over a
year of 360 days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment. Such Commitment Fee, to
the extent then accrued, shall be payable (a) on the last Business Day of each March, June, September and December, (b) on the
Revolving Facility Termination Date, and (c) as provided in Section 2.11 hereof, upon any reduction or termination in whole or in part
of the Total Revolving Commitment.
(b) The Borrower shall pay on the Closing Date to each Term Lender as of such date, as compensation for the
funding of such Term Lender's Term Loans, an upfront fee (the “ Upfront Term Loan Fee ”) in an amount equal to 1.00% of the
principal amount of Term Loans funded by such Term Lender, payable to such Term Lender from the proceeds of its Term Loan as and
when funded on the Closing Date. The Upfront Term Loan Fees shall be in all respects fully earned, due and payable on the Closing
Date and non-refundable and non-creditable thereafter.
SECTION 2.21. Letter of Credit Fees . The Borrower shall pay with respect to each Letter of Credit (i) to the
Administrative Agent on behalf of the Revolving Lenders a fee calculated (on the basis of the actual number of days elapsed over a year
of 360 days) at the per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving
Facility on the daily average LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements), to be shared
ratably among the Revolving Lenders and (ii) to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing
Lender's customary fees for issuance, amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay
each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Letter of Credit issued by such Issuing
Lender, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such
Letter of Credit. Accrued fees described in this paragraph in respect of each Letter of Credit shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date.
SECTION 2.22. Nature of Fees . All Fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent or the Arrangers, as applicable, as provided herein and in the fee letters and engagement letter described in
Section 2.19. Once paid, none of the Fees shall be refundable under any circumstances.
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