Delta Airlines 2012 Annual Report Download - page 201

ing pursuant to this Agreement so long as such Indebtedness does not remain outstanding for more than three (3) Business Days
from the date of its incurrence;
(k) Indebtedness of any of the Borrower and the Guarantors to credit card processors in connection with credit card
processing services incurred in the ordinary course of business of the Borrower and the Guarantors;
(l) (i) Indebtedness incurred to finance the acquisition of aircraft, engines, spare parts or other assets; provided
that no
such Indebtedness may be incurred more than twelve (12) months after such acquisition if, after giving effect to such
Indebtedness, an Event of Default shall have occurred and be continuing under Section 6.06; and (ii) other Indebtedness
secured by aircraft, engines, spare parts or other assets (other than (x) any Pacific Routes, Pacific Route Slots, or Pacific Route
Gate Leaseholds, or (y) any other properties or assets that constitute Collateral under the terms of the Loan Documents
(including, without limitation, applicable Additional Collateral));
(m) Indebtedness of the Borrower and the Guarantor in an aggregate amount not to exceed $1,000,000,000; provided
that such Indebtedness shall have a final maturity six months after the Latest Maturity Date and shall be on terms reasonably
satisfactory to the Administrative Agent;
(n) Indebtedness consisting of promissory notes issued to current or former directors, consultants, managers, officers
and employees or their spouses or estates to purchase or redeem capital stock of the Borrower issued to such director,
consultant, manager, officer or employee in an aggregate amount not to exceed $5,000,000 annually;
(o) Indebtedness to the extent permitted by an Investment permitted by Section 6.07(s);
(p) Indebtedness of a Person or acquired assets that is the subject of a Permitted Acquisition which Indebtedness was
in existence at the time of such Permitted Acquisition and not incurred in contemplation thereof;
(q) intercompany Indebtedness owed by the Borrower and any Guarantor to another Subsidiary, which is not a
Guarantor, in an amount not to exceed $75,000,000 in the aggregate at any one time outstanding;
(r) any Indebtedness extending, renewing, replacing or refinancing (collectively, “ Refinancing ”) all or any portion
of any Indebtedness permitted under paragraph (c), (l), (m), (p), (y) or (ff), provided that (1) any such Refinancing of
Indebtedness permitted under clause (m) which is subordinated to the Obligations shall remain subordinated on substantially
the same basis, and (2) the Weighted Average Life to Maturity of such Indebtedness, in the case of clause (m), shall not be
shortened, provided further that any such Refinancing of Indebtedness permitted under clause (c) or (l)(i) may exceed the
amount being Refinanced so long as the Lien securing such Refinancing does not extend to any property or asset of the
Borrower or any Guarantor which was not subject to the Lien securing the Indebtedness being Refinanced;
(s) other unsecured Indebtedness incurred subsequent to the Closing Date;
(t) Indebtedness in respect of Redeemable Stock;
84