Delta Airlines 2006 Annual Report Download - page 175

(xvi) Permitted Subordinated Indebtedness;
(xvii) Indebtedness constituting a Permitted Refinancing of Indebtedness referred to in clauses (i), (iv), (v), (vi) or
(xvi)above;
(xviii) unsecured Indebtedness (including letters of credit) incurred subsequent to the Closing Date to provide credit
support for (x) obligations arising in the ordinary course of business and consistent with past practices in connection with credit card processing services and
(y) the Indebtedness described in clause (ix)above;
(xix) other unsecured Indebtedness incurred subsequent to the Closing Date in an aggregate amount not to exceed
$25,000,000 outstanding at any time; and
(xx) refinancings, replacements and restructurings of Indebtedness (outstanding on the Petition Date and permitted by
Section 6.3(a)(iv)) secured directly or indirectly by “equipment” described in Section 1110(a)(3) of the Bankruptcy Code or by any equipment that would
have qualified as such equipment had it been placed in service after October 22, 1994 (collectively, “Section 1110-Type Indebtedness”); provided, that (A)
the principal amount of such existing Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such
refinancing, replacement or restructuring unless (1) the interest expense, if any, on any scheduled payments deferred as a result of such refinancing is not paid
currently but is recapitalized as principal or (2) such refinancing increases the principal amount of such refinanced Section 1110-Type Indebtedness but the
overall effect on the aggregate amount of existing Indebtedness secured directly or indirectly by “equipment” described in Section 1110(a)(3) of the
Bankruptcy Code or by equipment that would have qualified as such equipment had it been placed in service after October 22, 1994 is reduced or remains the
same, or the financing expenses in connection with all such Indebtedness is reduced (it being understood that any such increase in Indebtedness may not be
granted Super-Priority Claim status pursuant to Section 364(c)(1) of the Bankruptcy Code), (B) after giving effect thereto, the average maturity of all the then-
outstanding Section 1110-Type Indebtedness shall not be shortened as a result of such refinancing, replacement or restructuring, (C) the weighted average life
to maturity of all such existing Section 1110-Type Indebtedness shall not be reduced as a result of such refinancing, replacement or restructuring, and (D) the
direct and contingent obligors therefor shall not be changed, as a result of or in connection with such refinancing, replacement or restructuring.
(b) No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any,
interest or other amount in respect of anypost-petition Indebtedness prior to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness secured by
a Lien permitted under Section 6.7if the asset securing such Indebtedness on a first-priority basis has been sold or otherwise disposed of in accordance with
Section 6.8; (iii) Indebtedness upon any Permitted Refinancing; (iv) other Indebtedness (excluding Permitted Subordinated Indebtedness) not in excess of
$10,000,000; (v) Indebtedness incurred subsequent to the Closing Date permitted under Section 6.3(a)other than Indebtedness permitted under Section 6.3(a)
(iv), (vi), (xv), (xvi)or any Permitted Refinancing of Indebtedness permitted by any of the foregoing; (vi) as otherwise permitted in Section 6.13; and (vii)
ARB Indebtedness in order to minimize, in Borrower’s reasonable judgment upon opinion of counsel, such Credit Party’s potential liability arising from a loss
of the tax exempt status of such Indebtedness.
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