Delta Airlines 2006 Annual Report Download - page 183

6.18 Real Estate Purchases and Leases.
No Credit Party shall purchase a fee simple ownership interest in real estate with an aggregate purchase price in excess of $30,000,000.
No Credit Party shall modify, amend, extend, cancel, terminate or otherwise change in any materially adverse manner any term, covenant or condition of any
lease, sublease, usufruct, use agreement or other occupancy or facility agreement affecting its Real Estate as of the Closing Date, and no Credit Party shall
hereafter enter into any new lease, sublease, usufruct, use agreement or other occupancy or facility agreement granting such Credit Party possessory, useor
similar rights in or to any real estate, unless such modification, amendment, extension, cancellation, termination or other change, or such new lease, sublease,
usufruct, use agreement or other occupancy or facility agreement, (a) is not prohibited by the Collateral Documents, (b) would not have a Material Adverse
Effect, and (c) would not materially and adversely affect the Administrative Agent’s Liens, for the benefit of Secured Parties, in the Collateral stored or
located at the location to which such modification or other change, or such new lease or other agreement relates. Further, no Credit Party shall assign, sublet
or otherwise dispose of any such lease, sublease, usufruct, use agreement or other occupancy or facility agreement to which such Credit Party is now or
hereafter a counterparty, except for an assignment, subletting or disposition that (x) is not prohibited by Section 6.8or the Collateral Documents, (y) would not
have a Material Adverse Effect and (z) would not materially and adversely affect the Administrative Agent’s Liens, for the benefit of Secured Parties, in the
Collateral stored or located at such location.
6.19 Changes Relating to Permitted Subordinated Indebtedness and Post-Petition Skymiles Facility Documents.
(a) No Credit Party shall change or amend the terms of any Permitted Subordinated Indebtedness (or any
indenture or agreement in connection therewith) if the effect of such amendment is to: (i) increase the interest rate on such Permitted Subordinated
Indebtedness; (ii) change the dates upon which payments of principal or interest are due on such Permitted Subordinated Indebtedness other than to extend
such dates; (iii) change any default or event of default other than to delete or make less restrictive any default provision therein with respect to such Permitted
Subordinated Indebtedness; (iv) change the redemption or prepayment provisions of such Permitted Subordinated Indebtedness other than to extend the dates
therefor or to reduce the premiums payable in connection therewith; (v) grant any security or collateral to secure payment of such Permitted Subordinated
Indebtedness; or (vi) change or amend any other term, in each case, if such change or amendment would materially increase the obligations of the Credit Party
thereunder or confer additional material rights on the holder of such Permitted Subordinated Indebtedness, in each case, in a manner adverse to any Credit
Party, the Administrative Agent or any Lender.
(b) No Credit Party shall change or amend the terms of the Post-Petition Skymiles Facility Documents, if the
effect of such amendment is to: (i) increase the interest rate on the Post-Petition Skymiles Facility; (ii) change the dates upon which payments of principal or
interest are due on the Post-Petition Skymiles Facility other than to extend such dates; (iii) change any default or event of default other than to delete or make
less restrictive any default provision therein with respect to the Post-Petition Skymiles Facility; (iv) change the redemption or prepayment provisions of the
Post-Petition Skymiles Facility other than to extend the dates therefor or to reduce the premiums payable in connection therewith; (v) grant any security or
collateral to secure payment of the Post-Petition Skymiles Facility; or (vi) change or amend any other term if such change or amendment would materially
increase the obligations of the Credit Party thereunder or confer additional material rights on the holder of the Post-Petition Skymiles Facility, in each case, in
a manner adverse to any Credit Party, the Administrative Agent or any Lender.
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