Delta Airlines 2012 Annual Report Download - page 178

ing Credit Commitments, 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 Revolver Tranche) (each, a “ Revolver Extension Request ”) setting forth the
proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender
under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender
under such Existing Revolver Tranche and (y) be identical to the Revolving Commitments under the Existing Revolver Tranche from
which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Maturity Date of the Extended Revolving
Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Commitments of such Existing Revolver
Tranche, to the extent provided in the applicable Extension Amendment; provided , however , that at no time shall there be Classes of
Revolving Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five (5) different
Maturity Dates; (ii) the effective yield with respect to extensions of credit under the Extended Revolving Credit Commitments (whether
in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the effective yield for
extensions of credit under the Revolving Commitments of such Existing Revolver 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 Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Commitments
( i.e ., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series)
and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended
Revolving Credit Commitments (and related outstandings) and (II) repayments required upon the Maturity Date of the non-extending
Revolving Commitments); provided , further , that (A) no Default shall have occurred and be continuing at the time a Revolver
Extension Request is delivered to Lenders, (B) in no event shall the final maturity date of any Extended Revolving Credit Commitments
of a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other
Revolving Commitments hereunder and (C) all documentation in respect of such Extension Amendment shall be consistent with the
foregoing. Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a
series (each, a “ Revolver Extension Series ”) of Extended Revolving Credit Commitments for all purposes of this Agreement;
provided
that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the
applicable Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to
such Existing Revolver Tranche. Each Revolver Extension Series of Extended Revolving Credit Commitments incurred under this
Section 2.28 shall be in an aggregate principal amount that is not less than $10,000,000.
(c) Extension Request . The Borrower shall provide the applicable Extension Request at least five (5) Business
Days prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver Tranche, as applicable, are
requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent,
in each case acting reasonably to accomplish the purposes of this Section 2.28. No Lender shall have any obligation to agree to have
any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its Revolving Commitments
amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any Lender holding a Loan
under an Existing Term Loan Tranche (each, an “ Extending Term Lender ”) wishing to have all or a portion of its Term Loans under
the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and any Revolving Lender
(each, an “ Extending Revolving Lender ”) wishing to have all or a portion of its Revolving Commitments under the Existing Revolver
Tranche subject to such Extension Request amended into Extended Revolving Credit Commitments, as applicable, shall notify the
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