Delta Airlines 2012 Annual Report Download - page 177

principal amount of such Term Loans (any such Term Loans which have been so amended, “ Extended Term Loans ”) and to provide
for other terms consistent with this Section 2.28. In order to establish any Extended Term Loans, the Borrower shall provide a notice to
the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan
Tranche) (each, a “ Term Loan Extension Request ”) setting forth the proposed terms of the Extended Term Loans to be established,
which shall (x) be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest
rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and (y) be identical to the Term
Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: (i) all or any of
the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled
amortization payments of principal of the Term Loans of such Existing Term Loan Tranche, to the extent provided in the applicable
Extension Amendment; provided , however , that at no time shall there be Classes of Term Loans hereunder (including Refinancing
Debt in respect of Term Loans and Extended Term Loans) which have more than five (5) different Maturity Dates; (ii) the effective
yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or
otherwise) may be different than the effective yield for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent
provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply
solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior
to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may be agreed by the
Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all
Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were
amended) are repaid in full, unless such optional prepayment is accompanied by a pro rata optional prepayment of such other Term
Loans; provided , however , that (A) no Default shall have occurred and be continuing at the time a Term Loan Extension Request is
delivered to Lenders, (B) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series
at the time of establishment thereof be earlier than the then Maturity Date of the Existing Term Loan from which such Extended Term
Loans are to be extended, (C) the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension
Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness
prior to the time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of any Existing
Term Loan Tranche, (D) all documentation in respect of such Extension Amendment shall be consistent with the foregoing and (E) any
Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any
voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Term Loan Extension
Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “
Term Loan Extension Series ”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans
amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as
an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term
Loan Extension Series of Extended Term Loans incurred under this Section 2.28 shall be in an aggregate principal amount that is not
less than $50,000,000.
(b) Extension of Revolving Commitments . The Borrower may, on behalf of the Borrowers, at any time and
from time to time request that all or a portion of the Revolving Commitments of a given Class (each, an “ Existing Revolver Tranche ”)
be amended to extend the Maturity Date with respect to all or a portion of any principal amount of such Revolving Commitments (any
such Revolving Commitments which have been so amended, “ Extended Revolving Credit Commitments ”) and to provide for other
terms consistent with this Section 2.28. In order to establish any Extended Revolv-
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