Delta Airlines 2012 Annual Report Download - page 200

or event with which upon notice or the passage of time or both would constitute an Event of Default shall have occurred and be
continuing and (ii) any such merger involving a Person whose Equity Interests are not 100% owned by the Borrower directly or
indirectly immediately prior to such merger shall not be permitted unless also permitted by Section 6.10; (b) that any Subsidiary (so
long as such Subsidiary is not a Grantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, provided that an Event of
Default does not result from such liquidation or dissolution; (c) any Person (other than the Borrower) may merge into the Borrower or
any Guarantor pursuant to a Permitted Acquisition in which the Borrower or such Guarantor is the surviving corporation; and (d) asset
sales permitted hereunder.
SECTION 6.03. Indebtedness . Contract, create, incur, assume or suffer to exist any Indebtedness, except for:
(a) Indebtedness under the Loan Documents;
(b) [reserved];
(c) Indebtedness incurred prior to the Closing Date or with respect to which an option exists (including existing
Capitalized Leases) as set forth on Schedule 6.03;
(d) intercompany Indebtedness between the Borrower and the Guarantors;
(e) Indebtedness of the Borrower or any Guarantor owed to one or more Persons in connection with the financing of
certain insurance premiums;
(f) Indebtedness owed to any Lender (or any of its banking Affiliates) or any other Person in respect of fuel hedges
and other derivatives contracts, in each case to the extent that such agreement or contract is entered into for bona fide hedging
purposes and, in the case of such other derivatives contracts, in the ordinary course of business;
(g) Indebtedness owed to any Lender or any of its banking Affiliates or any other Person in respect of (i) foreign
exchange contracts, currency swap agreements, currency future or option contracts and other similar agreements designed to
hedge against fluctuations in foreign exchange rates and currency values and (ii) interest rate swap, cap or collar agreements,
interest rate future or option contracts and other similar agreements designed to hedge against fluctuations in interest rates, in
each case to the extent that such agreement or contract is entered into in the ordinary course of business for bona fide hedging
purposes;
(h) Indebtedness owed to any Lender or any of its banking Affiliates or any other Person in respect of any overdrafts
and related liabilities arising from treasury, depository and cash management services or in connection with any automated
clearing house transfers of funds;
(i) Indebtedness of any of the Borrower and the Guarantors consisting of take-or-pay obligations contained in supply
agreements entered into in the ordinary course of business and consistent with past practices of the Borrower and the
Guarantors;
(j) Indebtedness of any of the Borrower and the Guarantors arising in the ordinary course of business of the relevant
party and owing to Barclays Bank PLC, its banking Affiliates and other financial institutions providing netting services
permitted to be incurred and outstand-
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