Delta Airlines 2012 Annual Report Download - page 204

SECTION 6.07. Restricted Payments and Investments . (i) Declare or pay, directly or indirectly, or otherwise
make any Restricted Payment or set apart any sum for the aforesaid purposes or (ii) purchase or make any Investments, except:
(a) Permitted Acquisitions;
(b) any Investment to the extent made in exchange for the issuance of Equity Interests (other than Redeemable Stock)
of the Borrower;
(c) any Investment made (x) in any “air carrier” (as defined in Section 40102 of Title 49) that is a member of the
SkyTeam Alliance or with which the Borrower or any Subsidiary which is an “air carrier” (as defined in Section 40102 of Title
49) has a code-sharing arrangement or (y) in JFK IAT LLC;
(d) dividends or other distributions or transfers to the Borrower or another Guarantor;
(e) dividends by any Guarantor to any other holder of its equity on a pro rata basis;
(f) dividends in the form of capital stock or increases in the aggregate liquidation value of any preferred stock;
(g) repurchases of Equity Interests deemed to occur upon (i) the exercise of stock options if the Equity Interests
represent a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests issued to (A) employees
under the Plan of Reorganization and (B) employees and other participants under an equity compensation program of the
Borrower or its Subsidiaries, in each case to cover withholding tax obligations of such persons in respect of such issuance;
(h) dividends on or repurchases of Equity Interests or Investments made with the proceeds from the issuance of
additional Equity Interests or subordinated Indebtedness permitted hereunder, provided that no Event of Default shall have
occurred and be continuing at the time of payment of such dividend;
(i) Restricted Payments made pursuant to stock option plans, other benefit plans or other arrangements for
management or employees of the Borrower and its Subsidiaries in a maximum aggregate amount not to exceed $10,000,000 in
any twelve-month period;
(j) Restricted Payments to allow the cash payment in lieu of the issuance of fractional shares upon (i) the exercise of
options or warrants or (ii) the conversion or exchange of Equity Interests of any such Person;
(k) ownership by the Borrower and the Guarantors of the capital stock of each of the Subsidiaries subject in each case
to Section 6.02;
(l) Permitted Investments;
(m) advances and loans among the Borrower and the Guarantors;
(n) Investments in the Escrow Accounts or made with the funds in such Escrow Accounts pursuant to arrangements
governing such Escrow Accounts;
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