Delta Airlines 2012 Annual Report Download - page 179

Administrative Agent (each, an “ Extension Election ”) on or prior to the date specified in such Extension Request of the amount of its
Term Loans under the Existing Term Loan Tranche or Revolving Commitments under the Existing Revolver Tranche, as applicable,
which it has elected to request be amended into Extended Term Loans or Extended Revolving Credit Commitments, as applicable
(subject to any minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal
amount of Term Loans under the Existing Term Loan Tranche or Revolving Commitments under the Existing Revolver Tranche, as
applicable, in respect of which applicable Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant
Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable, requested
to be extended pursuant to the Extension Request, Term Loans or Revolving Commitments, as applicable, subject to Extension
Elections shall be amended to Extended Term Loans or Revolving Commitments, as applicable, on a pro rata basis (subject to rounding
by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving
Commitments, as applicable, included in each such Extension Election.
(d) Extension Amendment . Extended Term Loans and Extended Revolving Credit Commitments shall be
established pursuant to an amendment (each, an “ Extension Amendment ”) to this Agreement among the Borrowers, the
Administrative Agent and each Extending Term Lender or Extending Revolving Lender, as applicable, providing an Extended Term
Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which shall be consistent with the provisions set forth in
Sections 2.28(a) or (b) above, respectively (but which shall not require the consent of any other Lender). The effectiveness of any
Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board
resolutions and officers' certificates consistent with those delivered on the Closing Date other than changes to such legal opinion
resulting from a change in law, change in fact or change to counsel's form of opinion reasonably satisfactory to the Administrative
Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the
Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit Commitments, as applicable, are
provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the other Loan
Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to
the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments, as
applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.10 with respect to any Existing Term
Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount
equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable Extension Amendment (with
such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.10), (iii) modify
the prepayments set forth in Section 2.12 to reflect the existence of the Extended Term Loans and the application of prepayments with
respect thereto and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.28, and
the Required Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment.
(e) No conversion of Loans pursuant to any Extension Amendment in accordance with this Section 2.28 shall
constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.
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