Delta Airlines 2006 Annual Report Download - page 179

(b) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of Borrower
and the Guarantors;
(c) the sale or other disposition of any Collateral consisting of (i) up to fifteen (15) 767-200 aircraft or (ii) other Collateral
included in the Term A Borrowing Base having a book value not exceeding $50,000,000 in the aggregate in any Fiscal Year; provided, that, in each case, any
disposition of any such Collateral included in the Term A Borrowing Base (other than DFW Assets) may only be sold for value in excess of the Allocated
Amount for such Collateral;
(d) Excluded Sales;
(e) all sales of assets of DLMS securing its obligations under the Skymiles Facility;
(f) dispositions of Section 1110 Assets or Non-1110 Aviation Assets, consisting of the return thereof to the party
that had provided financing therefor; provided, that such dispositions, in the aggregate, shall not materially and adversely affect the operations of the Delta
Companies, taken as a whole;
(g) sales or dispositions of assets among (i) Borrower and the Guarantors or (ii) Subsidiaries that are not Guarantors;
(h) sales or dispositions of other assets in arm’s length transactions at fair market value in an aggregate amount not to
exceed $50,000,000 in the aggregate in any Fiscal Year;
(i) (i) abandonment of Intellectual Property; provided, that such abandonment is (A) in the ordinary course of
business consistent with past practices and (B) with respect to Intellectual Property that is not material to the business of Borrower and the Guarantors and (ii)
licensing or sublicensing of Intellectual Property in the ordinary course of business consistent with past practices;
(j) dispositions of assets located outside of the United States in an aggregate amount not to exceed $5,000,000;
(k) the sale or discount of Accounts to a collection agency in connection with collections of delinquent receivables;
(l) (i) abandonment of Slots, Gates, Routes or Supporting Route Facilities; provided, that such abandonment is
(A) in connection with the downsizing of any hub or other facility located in Cincinnati as reflected in the Projections, (B) in connection with the downsizing
of any other hub or facility as reflected in the Projections, which does not materially and adversely affect the business of Borrower and the Guarantors, taken
as a whole, or (C) in the ordinary course of business consistent with past practices and does not materially and adversely affect the business of Borrower and
the Guarantors, taken as a whole, (ii) transfer or other disposition of Slots to the extent permitted by Section 7(b)of the SGR Security Agreement in an
aggregate amount not to exceed $25,000,000, (iii) exchange of Slots to the extent permitted by Section 7(c)of the SGR Security Agreement and (iv)
assignments of leases or granting of leases of (x) Aircraft or Engines to the extent permitted pursuant to the Aircraft Mortgage and (y) other aircraft or engines
(that do not constitute Collateral) in the ordinary course of business;
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