Common use of Investments; Joint Ventures Clause in Contracts

Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee may make and own Investments in Cash Equivalents; (ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee; (iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million.

Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee may make and own Investments in Cash Equivalents; (ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee; (iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's 49 Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding.

Investments; Joint Ventures. The Lessee shall not, and shall not permit any of its Subsidiaries toSubsidiaries, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, except: (i) the Lessee may make and own Investments in Cash Equivalents; (ii) the Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of the Lessee; (iii) the Lessee may make and own Investments in Special Purpose Subsidiaries; , provided that the Lessee delivers to the Lessor and the Agent an Officer's Certificate in form and substance satisfactory to the Lessor and the Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) the Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25$50 million plus (B) 20% of cumulative Consolidated Net Income for such each fiscal year commencing with fiscal year 2000 and $10 million ending before the date of determination less (BC) the sum of (x) the aggregate amount of dividends on Restricted Junior Payments with respect to the Common Stock of the Lessee declared or paid in each such fiscal year (excluding Restricted Junior Payments made in accordance with Section 7(e)(4)) and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in each such fiscal year; provided provided, that the Lessee shall not incur liabilities related to any such Joint Venture in excess of the Lessee's Investment therein; (v) the Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) the Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding.

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company may make and own Investments in Cash Equivalents; (ii) Lessee Company and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Fourth Restatement Date in any Subsidiaries of LesseeCompany; (iii) Lessee Company may make and own Investments in Special Purpose Subsidiaries; provided that Lessee Company delivers to Lessor and Administrative Agent an Officer's Certificate in form and substance satisfactory to Lessor and Administrative Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee Company may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25$50 million plus (B) 20% of Consolidated Net Income for such fiscal year the period commencing January 1, 2000 and $10 million ending on the last day of the Fiscal Year immediately preceding the date of determination (taken as a single accounting period) less (BC) the sum of (x) the aggregate amount of dividends on the Restricted Junior Payments with respect to Company Common Stock of Lessee declared or paid during such period (excluding Restricted Junior Payments made in such fiscal year accordance with subsection 6.5(iii)) and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in during such fiscal yearperiod; provided that Lessee Company shall not incur liabilities related to any such Joint Venture in excess of LesseeCompany's Investment therein; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) 6.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv6.3(iv); (vi) Company, AFL and AFL II may make the contributions to AFL III of the AFL III Equipment and cash contemplated pursuant to the AFL III Restructuring; and (vivii) Lessee Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding. Notwithstanding the foregoing, (1) except in connection with the AFL III Restructuring, neither Company nor its Subsidiaries may make any direct or indirect loan, advance or capital contribution to AFL III and (2) neither Company nor its Subsidiaries may make any direct or indirect loan or advance to a Holding Company.

Investments; Joint Ventures. Lessee Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i1) Lessee Holdings and its Subsidiaries may make and own Investments in Cash Equivalents; provided that, (x) the weighted average maturity of all Investments in Cash Equivalents shall not exceed twelve months, (y) no more than 10% of Holdings' and its Subsidiaries' Investments in Cash Equivalents shall be in a single security or issuer (other than U.S. treasuries, U.S. government agency obligations and money market funds), and (z) no more than 50% of Holdings' and its Subsidiaries' Investments in Cash Equivalents shall be in a single U.S. treasury or U.S. government agency security; (ii2) Lessee Holdings and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Restatement Effective Date in any Subsidiaries of LesseeHoldings; (iii3) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee Holdings and its Subsidiaries may continue to own the Investments owned by them on the Restatement Effective Date and described in Schedule 7(c)(v7(c)(3) annexed hereto and hereto, without giving effect to any additions thereto or replacements thereof, it being understood that any additional Investments made with respect to such existing Investments shall be permitted only if independently justified under the other provisions of this subsection 7(c); (4) so long as Default or Lease Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, Holdings and its Subsidiaries will be in compliance with the covenant set forth in subsection 7(c)(iv7(f)(ii); and (vi) , the Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at $10,000,000; and (5) any time 10.5 millionLoan Party may make intercompany loans and advances to any other Loan Party (collectively, the "INTERCOMPANY LOANS").

Investments; Joint Ventures. Lessee The Loan Parties shall not, and shall not permit any of its their Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee The Loan Parties and their Subsidiaries may make and own Investments in Cash Equivalents; (ii) Lessee The Loan Parties and its their Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Amendment Effective Date in any Subsidiaries of Lesseethe Loan Parties; (iii) Lessee The Loan Parties and their Subsidiaries may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers intercompany loans to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereofextent permitted under subsection 7.1(iv); (iv) Lessee The Loan Parties and their Subsidiaries may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment thereinCapital Expenditures permitted by subsection 7.8; (v) Lessee The Loan Parties and its their Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v7.3 annexed hereto; (vi) annexed hereto The Loan Parties and Investments made their Subsidiaries may make prepayments in compliance with subsection 7(c)(iv)the ordinary course of business to vendors for Inventory to be delivered within 30 days following the date of such prepayment; (vii) Borrower may make loans to its employees in an aggregate amount not to exceed $675,000, for the purpose of assisting its employees in the acquisition of certain common stock of Holdings; (viii) The Loan Parties and their Subsidiaries may make Permitted Acquisitions; and (viix) Lessee and its the Loan Parties and their Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million$400,000.

Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee may make and own Investments in Cash Equivalents; (ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee; (iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million.. -38- 43

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company may make and own Investments in Cash Equivalents; (ii) Lessee Company and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Closing Date in any Subsidiaries of LesseeCompany; (iii) Lessee Company may make and own Investments in Special Purpose Subsidiaries; provided that Lessee Company delivers to Lessor and Administrative Agent an Officer's Certificate in form and substance satisfactory to Lessor and Administrative Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee Company may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal yearFiscal Year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year Fiscal Year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Company Common Stock of Lessee declared or paid in such fiscal year Fiscal Year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal yearFiscal Year; provided that Lessee Company shall not incur liabilities related to any such Joint Venture in excess of LesseeCompany's Investment therein; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) 6.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv6.3(iv); and (vi) Lessee Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 $5 million.

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company may make and own Investments in Cash Equivalents; provided that, (x) the weighted average maturity of all Investments in Cash Equivalents shall not exceed twelve months, (y) no more than 10% of the Company's Investments in Cash Equivalents shall be in a single security or issuer (other than U.S. treasuries, U.S. government agency obligations and money market funds), and (z) no more than 50% of the Company's Investments in Cash Equivalents shall be in a single U.S. treasury or U.S. government agency security; (ii) Lessee Company and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Fourth Restatement Date in any Subsidiaries of LesseeCompany; (iii) Lessee Company may make and own Investments in Special Purpose Subsidiaries; provided that Lessee Company delivers to Lessor and Administrative Agent an Officer's Certificate in form and substance satisfactory to Lessor and Administrative Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee so long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, the Company will be in compliance with the covenant set forth in subsection 6.6D, the Company may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million 21,100,000 at any time outstanding less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal yearduring the period commencing January 1, 2000 and ending on the last day of the Fiscal Year immediately preceding the date of determination (taken as a single accounting period); provided that Lessee Company shall not incur liabilities related to any such Joint Venture in excess of LesseeCompany's Investment therein; provided, further that no more than $4,100,000 may be invested in Joint Ventures other than the TNT Entity; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) 6.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv6.3(iv); (vi) Company, AFL and AFL II may make the contributions to AFL III of the AFL III Equipment and cash contemplated pursuant to the AFL III Restructuring; (vii) Company may make cash Investments for purposes of providing credit support for the equity portion of rent due under each New Aircraft Lease in an amount less than or equal to the amount previously paid to Boeing as a pre-delivery deposit with respect to the related New Leased Aircraft (to the extent such deposit has been returned to Company); provided that such cash Investments shall in no event exceed $24 million per New Leased Aircraft; (viii) Company may make cash Investments in an aggregate amount not to exceed $7 million for the purpose of paying the excess of interest due under the New Aircraft Lease Documents over the amount of interest earned from investing the proceeds from the issuance of equipment trust certificates under the New Aircraft Lease Documents; (ix) Company may contribute the Additional Aircraft to AFL II as a capital contribution and AFL II may contribute the Additional Aircraft to AFL III as a capital contribution; and (vix) Lessee so long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, the Company will be in compliance with the covenant set forth in subsection 6.6D, Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding. Notwithstanding the foregoing, (1) except in connection with the AFL III Restructuring or pursuant to subsection 6.3(ix) hereof, neither Company nor any of its Subsidiaries may make any direct or indirect loan, advance or capital contribution to AFL III and (2) neither Company nor its Subsidiaries may make any direct or indirect loan or advance to a Holding Company.

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Lessee Company and its Subsidiaries may continue make intercompany loans to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lesseeextent permitted under subsection 7.1(iii); (iii) Lessee Company and its Subsidiaries may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereofConsolidated Capital Expenditures permitted by subsection 7.8; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) 7.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv); andhereto; (viv) Lessee Company and its wholly owned Domestic Subsidiaries may make and own investments in other wholly owned Domestic Subsidiaries; (vi) Company and its wholly owned Domestic Subsidiaries may make and own Investments in an Persons that, as a result of such Investments, become additional wholly-owned Domestic Subsidiaries, to the extent such Investments are permitted under subsection 7.7(vi); provided that Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to each such additional Domestic Subsidiaries; REVOLVING LOAN CREDIT AGREEMENT EXECUTION 117 125 (vii) Company and its wholly owned Domestic Subsidiaries may make additional Investments in their respective Foreign Subsidiaries; provided that (a) the amount of all such Investments constituting equity Investments does not exceed $3,500,000 in the aggregate for all such Investments since the Closing Date and (b) the amount of all such Investments constituting loans or advances does not to exceed at any time 10.5 million.the amount permitted under subsection 7.1(iii);

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Lessee Company and its Subsidiaries may continue make intercompany loans to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lesseeextent permitted under subsection 6.1(iv); (iii) Lessee Company and its Subsidiaries may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereofConsolidated Capital Expenditures; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) SCHEDULE 6.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv); andhereto; (viv) Lessee Company and its Subsidiaries may make and own other Investments in an or make acquisitions of businesses substantially similar to those currently conducted by Company or in related industries and Company may make Investments in new Subsidiaries; PROVIDED that any such Investments are permitted by the provisions of subsection 6.7(iv); (vi) Company and its Subsidiaries may acquire and retain ownership of Investments in connection with Asset Sales permitted by subsection 6.7(iii) and other asset sales (including of worn or obsolete equipment) in the ordinary course of business; PROVIDED that the aggregate amount fair value, as determined in good faith by senior management of Company, of all such Investments in connection with Asset Sales permitted by subsection 6.7(iv) shall not to exceed at any time 10.5 million.exceed $20,000,000; PROVIDED FURTHER, however, that for purposes of compliance with this subsection 6.3

Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee may make and own Investments in Cash Equivalents; (ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee; (iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's -44- 49 Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding.

Investments; Joint Ventures. Lessee Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Lessee Company and its Subsidiaries may continue make intercompany loans to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lesseeextent permitted under subsection 7.1(iv); (iii) Lessee Company and its Subsidiaries may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereofConsolidated Capital Expenditures permitted by subsection 7.8; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; (v) Lessee Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) 7.3 annexed hereto and Investments made in compliance with subsection 7(c)(iv); andhereto; (viv) Lessee Company and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million$1,000,000; provided that -------- if the Consolidated Leverage Ratio for the four Fiscal Quarter period for which the applicable Margin Determination Certificate has been delivered pursuant to subsection 6.1(iv) is less than or equal to 2.50: 1.00, Company and its Subsidiaries may make other Investments in an aggregate amount not to exceed at any time $10,000,000; provided further that the aggregate -------- ------- amount of any one Investment or series of related Investments shall not exceed $5,000,000; (vi) Company and its Subsidiaries may make Permitted Acquisitions; and (vii) Company and its Subsidiaries may continue to own their existing Investments in their respective Subsidiaries as of the Closing Date and may make additional Investments in their respective wholly-owned Subsidiaries.

Investments; Joint Ventures. The Lessee shall not, and shall not permit any of its Subsidiaries toSubsidiaries, directly or indirectly, to make or own any Investment in any Person, including any Joint Venture, except: (i) the Lessee may make and own Investments in Cash Equivalents; provided, that (x) the weighted average maturity of all Investments in Cash Equivalents shall not exceed twelve months, (y) no more than 10% of the Lessee's Investments in Cash Equivalents shall be in a single security or issuer (other than U.S. treasuries, U.S. government agency obligations and money market funds), and (z) no more than 50% of the Lessee's Investments in Cash Equivalents shall be in a single U.S. treasury or U.S. government agency security; (ii) the Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of the Lessee; (iii) the Lessee may make and own Investments in Special Purpose Subsidiaries; , provided that the Lessee delivers to the Lessor and the Agent an Officer's Certificate in form and substance satisfactory to the Lessor and the Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) so long as no Default or Lease Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, the Lessee will be in compliance with the covenant set forth in Section 7(f)(iv), the Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million 21,100,000 at any time outstanding less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal yearduring the period commencing January 1, 2000, and ending on the last day of the Fiscal Year immediately preceding the date of determination (taken as a single accounting period); provided provided, that the Lessee shall not incur liabilities related to any such Joint Venture in excess of the Lessee's Investment therein; and provided further, that no more than $4,100,000 may be invested in Joint Ventures other than the TNT Entity; (v) the Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); (vi) the Lessee may make cash Investments for purposes of providing credit support for the equity portion of rent due under each New Aircraft Lease in an amount less than or equal to the amount previously paid to Boeing as a pre-delivery deposit with respect to the related New Leased Aircraft (to the extent that such deposit has been returned to the Lessee); provided, that such cash Investments shall in no event exceed $24 million per New Leased Aircraft; (vii) the Lessee may make cash Investments in an aggregate amount not to exceed $7 million for the purpose of paying the excess of interest due under the New Aircraft Lease Documents over the amount of interest earned from investing the proceeds from the issuance of equipment trust certificates under the New Aircraft Lease Documents; and (viviii) so long as no Default or Lease Event of Default has occurred and is continuing or would result therefrom, and so long as, on a Pro Forma Basis, the Lessee will be in compliance with the covenant set forth in Section 7(f)(iv), the Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed $15 million at any time 10.5 millionoutstanding; Notwithstanding the foregoing, neither the Lessee nor its Subsidiaries may make any direct or indirect loan or advance to a Holding Company, except an Investment made in accordance with Section 7(c)(vi) to the extent such Investment is for the purpose of making mandatory principal and interest payments on the GE Capital Loans.

Investments; Joint Ventures. Lessee shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Lessee may make and own Investments in Cash Equivalents; (ii) Lessee and its Subsidiaries may continue to own the Investments owned by them as of the Initial Borrowing Date in any Subsidiaries of Lessee; (iii) Lessee may make and own Investments in Special Purpose Subsidiaries; provided that Lessee delivers to Lessor and Agent an Officer's Certificate in form and substance satisfactory to Lessor and Agent demonstrating that such Special Purpose Subsidiary meets the requirements set forth in the definition thereof; (iv) Lessee may make Investments in Joint Ventures in an aggregate amount not to exceed in any fiscal year, (A) the lesser of 25% of Consolidated Net Income for such fiscal year and $10 million less (B) the sum of (x) the aggregate amount of dividends on the Common Stock of Lessee declared or paid in such fiscal year and (y) the aggregate amount contributed to capital of Special Purpose Subsidiaries in such fiscal year; provided that Lessee shall not incur liabilities related to any such Joint Venture in excess of Lessee's Investment therein; ; (v) Lessee and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7(c)(v) annexed hereto and Investments made in compliance with subsection 7(c)(iv); and (vi) Lessee and its Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time 10.5 million.