Common use of Restricted Payments and Investments Clause in Contracts

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 or other distributions 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;

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 or other distributions 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;

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) carrier 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 or other distributions 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 25,000,000 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;

Restricted Payments and Investments. (i) Declare or payNo Obligor shall, 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) make any Investment other than a Permitted Acquisitions; Investment, or (b) declare or pay any Investment to the extent made in exchange for the issuance of Equity Interests dividend (other than Redeemable Stock) of the Borrower; (c) any Investment made (x) dividends payable solely 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 or other distributions by any Guarantor to any other holder of its equity on a pro rata basis; (f) dividends in the form of capital common 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 Obligor or dividends by the Issuer on the Series A Preferred Stock payable 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 hereunderSeries A Preferred Stock, provided provided, that no Default -------- or Event of Default shall have occurred and be continuing at the time time, or shall occur as a result, of any of the payments above) on, or make any payment of such dividend; (i) Restricted Payments made pursuant to stock option planson account of, other benefit plans or set apart assets for a sinking or other arrangements for management analogous fund for, the purchase, redemption, defeasance, retirement or employees other acquisition of, any shares of the Borrower and any class of capital stock of any Obligor or any warrants, options or rights to purchase any such capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of an Obligor or any of its Subsidiaries in (each a maximum aggregate amount not "RESTRICTED PAYMENT"); provided, however, that, to exceed $10,000,000 in the -------- ------- extent permitted by Governing Law any twelve-month period; (j) Subsidiary of an Issuer may make Restricted Payments to allow the cash payment in lieu Issuer; provided, further, that the Issuer may -------- -------- purchase either assets or capital stock with Common Stock so long as no Default of Event of Default shall have occurred and be continuing at the time, or shall occur as a result of such purchase after giving pro forma effect to such --------- purchase. Notwithstanding the foregoing, the above limitation shall not prevent (a) the consummation of the issuance of fractional shares upon Acquisition; (ib) the exercise of options purchase, redemption, acquisition or warrants or (ii) the conversion or exchange of Equity Interests retirement of any such Person; (k) ownership by the Borrower and the Guarantors shares of the capital stock of each the Issuer in exchange for, or out of the Subsidiaries subject in each case net proceeds of the substantially concurrent sale (other than to Section 6.02;a Guarantor) of, other shares of stock of the Issuer; and (c) purchases of common stock by the Issuer or a trust pursuant to any employee stock ownership or similar employee benefit plan of the Issuer that has been approved by the Board of Directors of the Issuer.