Delta Airlines 2006 Annual Report Download - page 301

(m) by deleting “or (o)” in clause (iv) of paragraph (a) of the definition of “Net Cash Proceeds” in Annex A to Credit
Agreement (Definitions) and inserting in lieu thereof the following:
“, (o)or (t)”
(n) by deleting Disclosure Schedule 3.7 (Labor Matters)in its entirety and inserting in lieu thereof Exhibit Ahereto.
(o) by deleting Disclosure Schedule 3.12 (ERISA Plans)in its entirety and inserting in lieu thereof Exhibit Bhereto.
Section 2. Consent to Amendments of Post-Petition Skymiles Facility Documents.
The Administrative Agent and the Lenders executing the Acknowledgement and Consent (as defined in Section 3(a)(ii) below),
consent to and approve the terms of (i) Amendment No. 1 to the Second Amended and Restated Advanced Payment Supplement to the Co-Branded Credit
Card Program Agreement dated as of the date hereof among American Express Travel Related Services Company, Inc. (“TRS”), American Express Bank,
F.S.B., Borrower and DLMS and (ii) Amendment No. 1 to the Second Amended and Restated Advanced Payment Supplement to the Membership Rewards
Agreement dated as of the date hereof among Borrower, DLMS and TRS.
Section 3. Conditions Precedent to the Effectiveness of this Amendment.
This Amendment shall become effective as of the date (the “Effective Date”) on which each of the following conditions shall have been
satisfied or duly waived:
(a) Certain Documents. The Administrative Agent shall have received each of the following, each in form and substance
satisfactory to the Administrative Agent:
(i) this Amendment, duly executed by each of the Credit Parties and the Administrative Agent;
(ii) written consents to this Amendment (each an “Acknowledgement and Consent”), duly executed by Lenders
(including General Electric Capital Corporation) constituting the percentage of applicable Lenders required under Section 13.2 (Amendments and Waivers)of
the Credit Agreement; and
(iii) such additional documentation as the Administrative Agent may reasonably require.
(b) Payment of Fees and Expenses. The Administrative Agent shall have received all fees and expenses of the Administrative
Agent and the Lenders due and payable as of the date hereof by Borrower pursuant to Section 4below or the Loan Documents, including, without limitation,
all costs, fees and expenses of the Administrative Agent and Lenders in connection with the preparation, execution and delivery of this Amendment, including
the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.
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