Delta Airlines 2006 Annual Report Download - page 181

6.12 Sale-Leasebacks.
No Credit Party shall engage in any sale-leaseback, synthetic lease or similar transaction involving any of its Primary Gates, Primary
Routes, Primary Slots or owned assets (including without limitation, any aircraft), except (i) any sale-leaseback, synthetic lease or similar transaction
permitted by Section 6.3(a)(i), (ii) in connection with Section 1110 Assets or Non-1110 Aviation Assets and (iii) any sale-leaseback or similar transaction of
any owned asset that constitutes a fixture on, or that is used primarily in the operation of, leased Real Estate, to the extent that such sale-leaseback occurs in
connection with an assignment or rejection of the lease of such Real Estate followed by a lease-back of all or a portion of such Real Estate.
6.13 Restricted Payments.
No Credit Party shall make any Restricted Payment, except (a) payments of principal of and interest on intercompany loans and advances
between Borrower and Guarantors to the extent permitted by Section 6.3,(b) dividends and distributions by Subsidiaries of Borrower, (c) dividends and
distributions by Borrower with respect to its Stock payable solely in additional shares of its common Stock, (d) pursuant to stock option plans or other benefit
plans for management or employees of Borrower and its Subsidiaries in a maximum aggregate amount not to exceed $2,000,000, (e) the redemption of the
Class B shares of Delta Benefits Management Inc. held by Aon Group, Inc., pursuant to put and call rights existing on the date hereof (f) scheduled payments
of interest with respect to Permitted Subordinated Indebtedness and any Permitted Refinancing thereof (or, subject to any applicable subordination terms,
upon acceleration), and (g) scheduled payments of principal and interest with respect to, and payment of fees and other charges required by the terms of, the
Post-Petition Skymiles Facility (or, subject to the Skymiles Intercreditor Agreement, upon acceleration), providedthat no such payments shall be made from
proceeds of Collateral other than Skymiles Collateral (A) from and after the issuance of any Notice of Actionable Default and until the withdrawal of all
pending Notices of Actionable Default or (B) during the period in which the Excess Aggregate Cash on Hand is lower than the lesser of (x) $200 million and
(y) the aggregate amount of “Obligations” (as defined in the Post-Petition Skymiles Facility Documents) arising in connection with the Bankruptcy Loans (as
defined in the Post-Petition Skymiles Facility Documents) outstanding at such time; providedthat such Restricted Payments in clause (a)shall be permitted so
long as no Event of Default has occurred and is continuing or would result after giving effect to such Restricted Payments and the Administrative Agent shall
not have notified Borrower to stop such payments.
6.14 Change of Corporate Name or Location; Change of Fiscal Year.
No Credit Party shall (a) change its name as it appears in official filings in the state of its incorporation or other organization, (b) change
its chief executive office, principal place of business, corporate offices or warehouses, hangars, terminals, maintenance facilities or other locations at which
Collateral with book value in excess of $5,000,000, individually or in the aggregate, is held or stored, or the location of its records concerning such Collateral,
(c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e)
change its state of incorporation or organization, in each case, without at least thirty (30) days’ prior written notice to the Administrative Agent; provided, that
(i) in the case of clauses (b)or (e), any such new location shall be in the continental United States and (ii) the Credit Parties shall be in compliance with the
Spare Parts Mortgage at all times. No Credit Party shall change its Fiscal Year.
47