Delta Airlines 2012 Annual Report Download - page 206

(z) Investments in Subsidiaries which are not Guarantors in an aggregate amount not to exceed $75,000,000 in the
aggregate at any one time outstanding, so long as such Investments shall not include the transfer of (i) any Pacific Routes,
Pacific Route Slots, or Pacific Route Gate Leaseholds, or (ii) any other properties or assets that are intended to constitute
Collateral under the terms of the Loan Documents (including, without limitation, applicable Additional Collateral) to such
Subsidiaries;
(aa) Investments in Restricted Captive Insurance Company Subsidiaries, to the extent reasonably necessary to support
the working capital insurance obligations of the Borrower and the Guarantors;
(bb) any Investments acquired in connection with Permitted Acquisitions;
(cc) capitalization or forgiveness of any Indebtedness owed to the Borrower by any Guarantor or owed to any
Guarantor by the Borrower or any other Guarantor;
(dd) cancellation, forgiveness, set-off, or acceptance of prepayments by the Borrower or any Guarantor with respect
to debt, other obligations and/or equity securities in the ordinary course of business and to the extent not otherwise prohibited
by the terms of this Agreement;
(ee) the Borrower and the Guarantors may hold Investments comprised of notes payable, or stock or other securities
issued by Account Debtors to the Borrower or such Guarantor, as the case may be, pursuant to negotiated agreements with
respect to settlement of such Account Debtor's Accounts in the ordinary course of business, consistent with past practices;
(ff) the Borrower may make any Investment in any Guarantor, any Guarantor may make any Investment in the
Borrower and any Guarantor may make any Investment in any other Guarantor (including Investments made in any Domestic
Subsidiary if, promptly after such Investment, such Person becomes a Guarantor);
(gg) the Borrower may make Investments in the form of advances under a revolving loan facility in an aggregate
principal amount not to exceed $50,000,000 outstanding at any time, to the Borrower's Plans or any similar benefit plans of the
Borrower (together, the “ Benefits Plans ”) for the payment of ordinary operating expenses of the Benefits Plans (including the
payment of benefits in accordance with the terms of the Benefits Plans and periodic premiums under insurance or annuity
contracts) or for the purposes incidental to the ordinary operation of the Benefits Plans;
(hh) Investments resulting from any sale or other Disposition of assets otherwise permitted by Section 6.10;
(ii) so long as (I) no Default or Event of Default has occurred and is continuing and (II) the Borrower would, at the
time of such Restricted Payment or Investment and after giving pro forma effect thereto as if such Restricted Payment or
Investment had been made at the beginning of the applicable four-quarter period, have been in compliance with Section 6.04,
Restricted Payments and Investments made pursuant to this clause (ii) in an aggregate amount not to exceed 50% of the
Consolidated Net Income (less 100% of such Consolidated Net Income which is a deficit) of the Borrower for the period (taken
as one accounting period) from the beginning of the fiscal quarter ending September 30, 2011 (i.e. from July 1, 2011) to the end
of the Borrower's most recently ended fiscal quarter for which financial statements are available at the time of such Restricted
Payment or Investment; provided that the amount of Restricted Payments and Invest-
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