Delta Airlines 2012 Annual Report Download - page 227

(e) In addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as
appropriate, the other Loan Documents may be amended with the written consent of the Administrative Agent, the Borrower and the
Lenders providing the relevant Replacement Term Loans (as defined below) as may be necessary or appropriate in the reasonable
opinion of the Administrative Agent and the Borrower (x) to permit the refinancing, replacement or modification of all outstanding
Term Loans of any tranche (“ Refinanced Term Loans ”) with a replacement term loan tranche (“ Replacement Term Loans ”)
hereunder and (y) to include appropriately the Lenders holding such credit facilities in any determination of Required Lenders or
Required Term Lenders, as applicable; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not
exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margins for such Replacement Term Loans
shall not be higher than the Applicable Margins for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such
Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time
of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of
prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially
identical to or less favorable to the Lenders providing such Replacement Term Loans than those applicable to such Refinanced Term
Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in
effect immediately prior to such refinancing.
(f)
In addition, notwithstanding anything to the contrary contained in Section 10.08(a), with the written consent
of the Administrative Agent (not to be unreasonably withheld), the Borrower and the lenders providing the relevant Refinancing Debt,
this Agreement and, as appropriate, the other Loan Documents may be amended as may be necessary or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, (x) to permit the creation hereunder of a facility governing any such
Refinancing Debt and the incurrence of the related Refinancing Debt (any such amendment, a “ Refinancing Amendment ”) and (y) to
include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, Required Revolving
Lenders and/or Required Term Lenders, as applicable. The effectiveness of (and, in the case of any Refinancing Debt in respect of
Term Loans, the borrowing under) any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the
conditions set forth in Section 4.02 (it being understood that all references to the making or borrowing of Loans or the issuance of
Letters of Credit or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Refinancing
Amendment) and such other conditions as the parties thereto shall agree.
(g) In addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as
appropriate, the other Loan Documents may be amended (or amended and restated) with the written consent of the Required Lenders,
the Administrative Agent and the Borrower (x) to add one or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the
benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and
fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required
Lenders, Required Revolving Lenders and/or Required Term Lenders, as applicable.
SECTION 10.09. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.
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