Delta Airlines 2006 Annual Report Download - page 149

(b) Amex Consent. Amex shall have amended the Post-Petition Skymiles Facility Documents to permit the incurrence of the Liens
permitted by Section 6.7(e) hereof.
2.2 Conditions to Effectiveness Generally.
Other than as provided in Section 2.1 hereofand the amendment and restatement set forth herein of (i) Section 1.3 of the Existing Credit
Agreement, (ii) Section 1.5 of the Existing Credit Agreement and (iii) those provisions of the Existing Credit Agreement relating to Letters of Credit
(including Annex B thereto), this Agreement shall become effective on the date (the “Effective Date”) on which each of the following conditions precedent is
satisfied or provided for in a manner reasonably satisfactory to the Administrative Agent, or duly waived in writing in accordance with Section 13.2:
(a) Credit Agreement. The Administrative Agent shall have received counterparts of this Agreement duly executed by each of
Borrower, the other Credit Parties, the Administrative Agent and the Requisite Lenders or, with respect to the Requisite Lenders, Administrative Agent shall
have received a separate written consent approving the above referenced amendment and restatement and authorizing the Administrative Agent to enter into
this Agreement on behalf of the Requisite Lenders.
(b) Reaffirmation. The Administrative Agent shall have received reaffirmation of the Collateral Documents, duly executed and
delivered by each Credit Party.
(c) Loan Documents. The Administrative Agent shall have received such documents, instruments and agreements listed on Annex
D, and such other documents, instruments and agreements as the Administrative Agent shall request, in its discretion exercised reasonably in accordance with
its customary business practices for comparable debtor in possession transactions, in connection with the transactions contemplated by this Agreement and the
other Loan Documents, each in form and substance reasonably satisfactory to the Administrative Agent.
(d) Approvals. The Administrative Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all
required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution and delivery of this Agreement and the
other Loan Documents, (ii) satisfactory evidence that the Credit Parties have obtained all material governmental and third party approvals or waivers
necessary in connection with the performance and consummation of this Agreement and the other Loan Documents and the continuing operations of Borrower
and its Subsidiaries shall have been obtained and be in full force and effect, or (iii) an officer’s certificate in form and substance reasonably satisfactory to the
Administrative Agent affirming that no such consents or approvals are required.
(e) Payment of Fees. Borrower shall have paid to the Administrative Agent and the Lenders, the Fees required to be paid on or
prior to the Effective Date in the respective amounts specified in the Fee Letters, and shall have reimbursed the Administrative Agent and the Arrangers for all
fees, costs and expenses of closing presented as of the Effective Date.
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