Delta Airlines 2012 Annual Report Download - page 175

approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such
increased or new Commitment.
(b) Conditions . The increased or new Commitments shall become effective, as of such Increase Effective Date;
provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied;
(ii) no Default shall have occurred and be continuing or would result from the Borrowings to be made on the
Increase Effective Date;
(iii) after giving pro forma effect to the Borrowings to be made on the Increase Effective Date, the Borrower
shall be in pro forma compliance with the financial covenant set forth in Section 6.06;
(iv) the Borrower shall make any payments required pursuant to Section 2.15 in connection with any
adjustment of Revolving Loans pursuant to Section 2.27(d); and
(v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably
requested by the Administrative Agent in connection with any such transaction.
(c) Terms of New Loans and Commitments . The terms and provisions of Loans made pursuant to the new
Commitments shall be as follows:
(i) terms and provisions of Loans made pursuant to Incremental Term Loan Commitments (“
Incremental Term
Loans ”) shall be, except as otherwise set forth in the Increase Joinder, identical to the Term B-1 Loans (it being understood
that the Incremental Term Loans may be part of the Term B-1 Loans);
(ii) the terms and provisions of Revolving Loans made pursuant to new Commitments shall be identical to the
Revolving Loans;
(iii) the Weighted Average Life to Maturity of any Loans made pursuant to Incremental Term Loan
Commitments (“ Incremental Term Loans ”) shall be no shorter than the Weighted Average Life to Maturity of the existing
Term B-1 Loans;
(iv) the maturity date of Incremental Term Loans shall not be earlier than the Term B-1 Loan Maturity Date;
(v) the interest rate margins for the new Incremental Term Loans shall be determined by the Borrower and the
applicable new Lenders; provided , however , that, the interest rate margins for such new Incremental Term Loans shall not be
greater than the highest interest rate margins that may, under any circumstances, be payable with respect to any Term B-1
Loans plus 50 basis points (and the interest rate margins applicable to the Term B-1 Loans shall be increased to the extent
necessary to achieve the foregoing); provided , further , that in determining the interest rate margins applicable to the existing
Term B-1 Loans and the Incremental Term Loans, as applicable, (x) original issue discount or upfront or similar fees
(collectively, “ OID ”) payable by the Borrower to the Lenders of the existing Term B-1 Loans or the Incremental Term B
Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year
life to maturity), (y) customary arrangement or commitment fees payable to ar-
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