Delta Airlines 2012 Annual Report Download - page 207

ments made pursuant to Section 6.07(jj) shall reduce the maximum amount of Restricted Payments and Investments permitted
pursuant to this clause (ii);
(jj) so long as no Default or Event of Default has occurred and is continuing, Restricted Payments and Investments in
an aggregate amount not to exceed $200,000,000; and
(kk) other Investments in any Person that do not involve any Pacific Routes, Pacific Route Slots, or Pacific Route
Gate Leaseholds, any other properties or assets that are intended to constitute Collateral under the terms of the Loan Documents
(including, without limitation, applicable Additional Collateral) or Capital Stock of the Borrower or any Grantor, having an
aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant to this clause (kk) that are at the time
outstanding, not to exceed 3.0% of the total consolidated tangible assets of the Borrower and its Subsidiaries at the time of such
Investment.
For purposes of this Section 6.07, the amount of any investment or loan shall be the initial amount of such investment less all returns of
principal, capital, dividends and other cash returns thereof (including from the sale thereof) and less all liabilities expressly assumed by
another person in connection with the sale of such investment.
SECTION 6.08. Transactions with Affiliates
. Sell or transfer any property or assets to, or otherwise engage in any
other material transactions with, any of its Affiliates (other than the Borrower and its Subsidiaries), other than (a) on overall terms and
conditions not less favorable to the Borrower or such Guarantor than could be obtained on an arm's-length basis from unrelated third
parties; (b) transactions contemplated by the Plan of Reorganization; (c) fees and compensation paid to, and indemnities provided on
behalf of, officers, directors or employees of the Borrower or any Guarantor as reasonably determined by the board of directors or
senior management, as the case may be, of the Borrower or any Guarantor; (d) any dividends, other distributions or payments permitted
by Section 6.07; (e) the existence of, and the performance by a Guarantor or the Borrower of its obligations under the terms of, any
limited liability company, limited partnership or other organization document or securityholders agreement (including any registration
rights agreement or purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.08, and
similar agreements that it may enter into thereafter; (f) the provision of any legal, accounting or administrative services to the Borrower
or any of its Subsidiaries in the ordinary course of business in accordance with past practices; and (g) transactions with Affiliates set
forth on Schedule 6.08.
SECTION 6.09. [ Reserved ].
SECTION 6.10. Disposition of Assets . Except (i) to the extent the Net Cash Proceeds thereof do not exceed
$15,000,000 and (ii) for Permitted Dispositions, consummate any Sale of Grantor or Disposition of any Pacific Routes, Pacific Route
Slots, Pacific Route Gate Leaseholds, or any other properties or assets that constitute Collateral under the terms of the Loan Documents
(including, without limitation, applicable Additional Collateral) (whether voluntarily or involuntarily (it being understood that loss of
property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a Disposition for purposes of this
covenant)), take any action that could materially diminish the fair market value of Pacific Routes, Pacific Route Slots, Pacific Route
Gate Leaseholds, or any other properties or assets that constitute Collateral under the terms of the Loan Documents (including, without
limitation, applicable Additional Collateral), taken as a whole, or agree to do any of the foregoing at any future time (or take or
consummate any series of such related actions), except that:
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