EXHIBIT 6
DELTA CONNECTION
AGREEMENT
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This Agreement ("Agreement"), dated and effective the 1st of July,
1986, is between Delta Air Lines, Inc., ▇▇▇▇▇▇▇▇▇▇ Atlanta International
Airport, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Delta"), and Atlantic Southeast Airlines,
Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("ASA").
WHEREAS, Delta operates the Delta Connection program;
WHEREAS, ASA desires to have Delta perform and provide various
marketing, schedule and fare related, and other services for ASA in connection
with the Delta Connection program;
WHEREAS, Delta is willing to perform and provide various marketing,
scheduling and fare related, and other services for ASA in connection with the
Delta Connection program; and
WHEREAS, this Agreement will enhance the ability of ASA and Delta to
serve the public and the communities which they serve or may choose to serve;
WHEREAS, Delta and ASA currently are parties to a Delta Connection
Agreement dated August 6, 1984, as amended on October 5, 1985, and now wish to
reconstitute that Agreement:
Delta and ASA agree to the following:
ARTICLE 1. FARES AND RULES PUBLICATION.
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A. As agent for ASA, Delta will instruct appropriate publishing agents to
publish ASA's fares, rules and related matters, and ASA hereby authorizes Delta
to undertake such activities. Delta will use its best efforts to instruct such
publishing agents of such information within twenty-four (24) hours of receipt
of written or telex notification of the fares, rules, or other information which
ASA desires to have published. Delta will advise ASA of the format in which
fare, rule and other information must be submitted to Delta .
B. Delta is not responsible for determining or reviewing the accuracy of any
information provided to Delta by ASA, and ASA is solely responsible for the
accuracy of such information.
C. The selection of publishing agents for ASA's fare, rule, and related
information will be in Delta's sole discretion, but Delta
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will apply criteria for the selection of ASA's publishing agents similar to the
criteria that Delta applies to itself.
D. Delta will pay all routine expenses associated with instructing publishing
agents to publish ASA's fares, rules, and related information as set forth
herein.
ARTICLE 2. SCHEDULES PUBLICATION.
---------------------------------
A. As agent for ASA, Delta will furnish ASA's schedules and related
information to appropriate publishers, and ASA hereby authorizes Delta to
undertake such activities. Delta will notify ASA when any schedule and related
information that ASA desires to have published must be submitted to Delta, and
Delta will furnish to publishers all such information which is received in a
timely manner by Delta. ASA agrees and understands that if ASA desires to have
its schedule and related information submitted by Delta to appropriate
publishers, ASA will be required to submit said information to Delta in writing
approximately six (6) weeks in advance of the scheduled publication date so that
information can be properly disseminated to marketers of air transportation and
the public. Delta will specify the formats in which the schedule and related
information must be submitted to Delta.
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B. Delta will pay all routine expenses associated with furnishing ASA's
schedules and related information to publishers as set forth herein.
C. To avoid confusing or misleading the public and marketers of air
transportation, ASA agrees to use only the flight numbers assigned by Delta and
agrees not to list ASA's flights under other flight numbers unless otherwise
agreed to by Delta.
D. The selection of publishers for ASA's schedule and related information will
be in Delta's sole discretion, but Delta will apply criteria for the selection
of ASA's publishers similar to the criteria that Delta applies to itself.
Nothing in this Article or this Agreement prevents ASA from publishing its own
schedule and related information at any time or in any way that ▇▇▇ ▇▇▇▇▇
desirable, provided that any such information published by ASA must be the same
as or consistent with the information which ASA provides to Delta
E. If any schedule publishers selected by Delta permit airlines to list
connecting services in addition to the connecting services ordinarily listed by
that publisher, Delta will request and pay for such additional listings if
Delta, in its sole discretion, determines that such additional listings would be
beneficial to the travelling public; provided, in determining whether any such
additional listings for ASA should be published,
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Delta will use criteria similar to the criteria used by Delta for listing
Delta's paid connections.
F. Delta will publish and pay for ASA's schedules in Delta's Quick Reference
Schedules and System Timetables; the format and nature of such Schedules and
Timetables will be in the sole discretion of Delta, Delta will publish and pay
for Quick Reference Schedules solely including ASA in cities served by ASA but
not served by Delta; the format and nature for such Quick Reference Schedules
will be in Delta's sole discretion.
ARTICLE 3. ACCOUNTING PROVISIONS.
---------------------------------
A. ASA will process all passenger air transportation ▇▇▇▇▇▇▇▇ involving Delta
through the Airlines' Clearing House ("ACH"). Unless otherwise agreed to by the
parties in writing, the pricing of all ASA issued Traffic Documents and all
flight coupons issued by Delta or validated on Delta and honored by ASA will be
in accordance with the terms and procedures set forth in the ACH Interline
Sampling Agreement as outlined in Section D of the ACH Procedures Manual. Any
deviation from these terms and procedures must be agreed to in writing by both
parties.
B. When ASA bills Delta for sales on ASA involving Traffic Documents and/or
Delta issued/plated tickets for which travel agents and/or SATO, Inc. or others
have been or will be
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compensated, ASA will reimburse Delta, at Delta's applicable agency and/or SATO,
Inc. or other compensation rate at the time of the billing, for the compensation
paid by Delta based on ASA's portion of said Traffic Documents or tickets. The
amount of such reimbursement will be determined by using the ACH sampling
procedures referred to in Article 3(A).
C. If a flight operated by ASA is shown on the first leg of any itinerary of
any ticket and Delta is not shown in the itinerary on that ticket (including
tickets where ASA is the only airline), ASA will reimburse Delta for any credit
card discount charges and dishonored or invalid checks associated with such
tickets; provided, ASA will use the same procedures that Delta uses for its own
passengers to verify the validity of credit cards and the identity of persons
writing checks. As between ASA and Delta, Delta will pay for credit card
discount charges on tickets involving itineraries including flights operated by
ASA and Delta.
ARTICLE 4. AIRPORT RELATED AND TICKETING SERVICES.
--------------------------------------------------
A. ASA will provide its own ticketing services; provided, Delta will provide
supplemental ticketing services for ASA at Delta's ticketing locations and will
use Delta ticket stock for such purposes.
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B. Delta will design, provide, and pay for appropriate airport and other
signage to reflect the Delta Connection and the relationship between ASA and
Delta. The nature and type of such signage will be in the sole discretion of
Delta, subject to any airport or governmental restraints. Delta will be
responsible for installing and maintaining all such signage, but the parties
will mutually determine which party will obtain any necessary formal or informal
approvals from appropriate airport or other authorities to install such signage.
The parties will fully cooperate with each other in all endeavors relating to
such signage and any necessary approvals.
ARTICLE 5. CUSTOMER SERVICES.
----------------------------
A. ASA will handle all customer related services in a professional,
businesslike, and courteous manner. In order to insure a high level of customer
satisfaction, ASA will:
1. Establish and maintain customer handling procedures and policies which
are similar to those utilized by Delta; and
2. Establish, maintain, and enforce employee conduct, appearance and
training standards and policies which are similar to those utilized by
Delta.
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B. ASA and Delta will periodically meet to discuss and review ASA's customer
handling procedures and policies and ASA's employee conduct, appearance, and
training standards and policies to insure compliance with this Article 5.
ARTICLE 6. TRAFFIC DOCUMENTS AND RELATED PROCEDURES.
---------------------------------------------------
A. Pursuant to mutually acceptable procedures, Delta will periodically provide
ASA with Delta machine and manual ticket stock, miscellaneous charges orders,
credit card refund drafts, credit card refund vouchers and other related
documents (collectively referred to as "Traffic Documents"). Delta will maintain
a supply of Traffic Documents at Delta's General Offices in Atlanta and, upon
written request from ASA, will supply ASA with appropriate supplies of Traffic
Documents.
B. Unless otherwise agreed to by Delta in writing, Traffic Documents may be
used, completed, validated, and issued only by ASA.
C. ASA will promptly surrender and return all Traffic Documents to Delta upon
Delta's written request.
D. ASA will maintain records of the Traffic Documents in a manner and format
acceptable to Delta. ASA will acknowledge
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receipt in writing of all Traffic Documents in the manner prescribed by Delta.
E. ASA will conform with and abide by all of Delta's rules and regulations
regarding the Traffic Documents.
F. Reporting and Remitting With Respect to Traffic Documents.
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1. On a daily basis, ASA will provide Delta with a report for each ASA
ticketing location of all ticketing and related transactions on Traffic
Documents for the prior day. Said report will be in a format determined by Delta
and will include without limitation all credit card transactions, including
supporting documentation.
2. ASA will accumulate all monies with respect to all transactions on
Traffic Documents (other than credit card transactions) on a weekly basis ending
at the close of business each Sunday. Not later than the second Monday following
the weekly period to which said transactions are applicable, ASA will remit to
Delta for all transactions on Traffic Documents (other than credit card
transactions) during the applicable weekly period.
3. ASA will issue all Traffic Documents, and will collect appropriate
charges, in accordance with the tariffs, fares,
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rates, rules and regulations of applicable carriers. ASA is responsible for all
undercharges and incorrect fares, rates, and charges on Traffic Documents issued
by or for ASA, and Delta may deduct from sums due ASA all amounts resulting from
any such undercharges or incorrect fares, rates, and charges. The amount of such
undercharges will be determined by utilizing the ACH sampling procedures
referred to in Article 3(A) for passenger tickets and on a direct billing basis
for baggage/cargo related items.
4. ASA will reimburse Delta a rate of 2.5 percent for all credit card
charges set forth in Article 3(C) (other than sales on UATP) made by ASA on
Traffic Documents in accordance with the ACH sampling procedures in Article
3(A). ASA will reimburse Delta at the ACH rate for the non-Delta portion of all
UATP credit card sales, or at such other rate as the parties may mutually agree
upon in writing.
G. Responsibility for Traffic Documents.
------------------------------------
ASA will take all reasonable and necessary measures to safeguard the
Traffic Documents as of the time of receipt and thereafter. ASA will maintain
the Traffic Documents in accordance with mutually agreed upon security
procedures and facilities. ASA is responsible for all risk of loss, misuse,
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misappropriation, and theft of Traffic Documents as of the time ASA takes
possession of the Traffic Documents.
H. Denied Boarding Compensation Vouchers.
-------------------------------------
Delta will use its best efforts to observe ASA's rules and regulations
regarding procedures for denied boarding. ASA is responsible for notifying Delta
of ASA's denied boarding rules and immediately notifying Delta of all changes to
such rules. Delta is not responsible for, and ASA will indemnify Delta for, any
claims, damages, or liabilities which result from ASA's failure to give such
notice, from Delta's payment, failure to pay, or incorrect payment of denied
boarding compensation, or from Delta's failure to adhere to ASA's denied
boarding compensation rules. Delta shall use ASA denied boarding compensation
vouchers which will be provided to Delta by ASA, at ASA's expense, and Delta is
hereby expressly authorized to issue ASA denied boarding compensation vouchers
on ASA's behalf.
I. Refund Vouchers.
---------------
1. Delta will use Delta refund vouchers for refunds for all transactions
handled by Delta involving ASA.
2. ASA will use ASA refund vouchers for all transactions hereunder, other
than credit card sales refunds. ASA will use
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Delta credit card refund vouchers for credit card sales refunds and will comply
with Delta's rules and regulations for handling and processing such refunds.
Delta will supply ASA with an appropriate supply of credit card refund vouchers.
J. Inconvenienced Passengers.
-------------------------
Delta is authorized, but not obligated, to undertake on behalf of ASA
the following actions, to execute the following documents, and otherwise to take
all reasonable measures in Delta's sole discretion, to accommodate ASA
passengers who may be inconvenienced as a result of any action or inaction taken
by ASA, any action or inaction taken by Delta while acting on ASA's behalf, or
as a result of any happening or occurrence which is beyond the control of either
ASA or Delta:
1. Expense Vouchers - ASA shall provide Delta, at ASA's expense, with ASA
----------------
expense vouchers which Delta is authorized to issue on ASA's behalf to
ASA customers who incur ground transportation, hotel, meal or other
similar expenses as a result of an ASA flight cancellation, diversion,
delay, or similar incident. ASA will promptly provide Delta with
instructions for issuing such expense vouchers.
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2. Expense Checks - Delta may issue Delta's expense checks to ASA
--------------
customers in accordance with the rules and regulations established by
ASA and provided to Delta by ASA. Delta will periodically invoice ASA
for the amounts involved in such expense checks.
3. ▇▇▇▇▇ Cash Disbursements - Delta may make ▇▇▇▇▇ cash disbursements to
------------------------
ASA customers in accordance with the rules and regulations established
by ASA and provided to Delta by ASA. Delta will periodically invoice
ASA for the amounts involved in such ▇▇▇▇▇ cash disbursements.
4. ▇▇▇ ▇▇▇▇▇ and Baggage Forwarding Expenses - Delta may
-----------------------------------------
contract on ASA's behalf to have ASA customers' baggage
and ▇▇▇ ▇▇▇▇▇ packages forwarded to their appropriate
destination in the event that either is detained,
delayed, misshipped, or not shipped. Delta may either
incur such expenses itself and be reimbursed by ASA, or
arrange for ASA to be invoiced directly.
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ARTICLE 7. TERM.
---------------
A. This Agreement is effective on the date first written above and will
continue thereafter until August 9, 1994 unless terminated by either party on
not less than one-hundred, eighty (180) days' advance written notice.
B. Either party may terminate this Agreement immediately if the other party
files a voluntary petition in bankruptcy, makes an assignment for the benefit of
creditors of all or substantially all of its assets, fails to secure dismissal
of any involuntary petition in bankruptcy within sixty (60) days after the
filing thereof, or petitions for reorganization, liquidation, or dissolution
under any federal or state bankruptcy law or similar law, or if any such actions
are imminent.
C. Delta may, in Delta's sole discretion, terminate this Agreement if ASA
agrees to merge into or with any entity, agrees to be acquired by any entity, or
enters into a letter of intent either to merge into or with any entity or to be
acquired by any entity; provided, the foregoing shall not apply if ASA is the
acquiring or surviving entity.
D. Termination of this Agreement for any reason shall not relieve either party
of rights or obligations incurred prior to the effective date of termination.
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ARTICLE 8. FEES AND CHARGES.
---------------------------
A. Unless otherwise agreed to by the parties in writing, ASA will pay all
fees, rentals, charges, costs, and other expenses in any way connected with or
related to this Agreement or ASA's operations including but not limited to
terminal fees and rentals, landing fees, and other airport charges, unless Delta
has expressly agreed herein to pay for such fees, charges, costs, rentals, or
other expenses. ASA agrees that notice of any such fees, rentals, charges,
costs, other expenses, taxes, fees, and assessments may be served directly on
ASA.
B. Effective May 1, 1984, ASA will pay Delta $20,000 per month for costs and
expenses incurred by Delta at locations of Scheduled Airlines Traffic Office,
Inc. involving ASA transportation. The parties will periodically review this
amount and adjust it upwards or downwards, as appropriate, to account for
schedule and route changes and for increased or decreased costs and expenses
incurred by Delta.
C. ASA will reimburse Delta and otherwise pay for all taxes, fees, and other
assessments (other than income taxes on the net income of Delta) which are
imposed by any governmental or administrative entity and which are connected
with this Agreement or any services, materials, goods, or other benefits
furnished hereunder.
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D. Delta will periodically invoice ASA for any amounts due under this
Agreement, and ASA will pay all such invoices within ten (10) days of receipt.
ARTICLE 9. LIABILITY PROVISIONS.
-------------------------------
A. ASA shall be liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless Delta, its directors, officers,
employees, and agents from and against any and all claims, demands, damages,
liabilities, actions, causes of actions, losses, costs, and expenses of any
nature whatsoever (including investigation and witness costs and expenses and
attorneys' fees and expenses) in any manner arising out of, connected with, or
attributable to this Agreement, the performance, improper performance, or non-
performance of any and all services to be undertaken by ASA pursuant to this
Agreement, the loss, theft, use, or issuance of Traffic Documents, or the
operation, non-operation, or improper operation of ASA's aircraft, equipment, or
facilities at any location, excluding only claims, demands, damages,
liabilities, actions, causes of action, losses, costs, and expenses resulting
from the gross negligence or willful misconduct of Delta, its directors,
officers, agents, or employees. ASA will do all things necessary to cause and
assure, and will cause and assure, that ASA will at all times be and remain in
custody and control of any aircraft, equipment, and facilities of ASA, and
Delta, its directors,
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officers, employees, and agents shall not, for any reason, be deemed to be in
the custody or control, or a bailee, of ASA's aircraft, equipment, or
facilities.
B. Delta shall be liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless ASA, its directors, officers, employees,
and agents from and against any and all claims, demands, damages, liabilities,
actions, causes of actions, losses, costs, and expenses of any nature whatsoever
(including investigation and witness costs and expenses and attorneys' fees and
expenses) in any manner arising out of, connected with, or attributable to this
Agreement, the performance, improper performance, or non-performance of any and
all services to be undertaken by Delta pursuant to this Agreement, or the
operation, non-operation, or improper operation of Delta's aircraft, equipment,
or facilities at any location, excluding only claims, demands, damages,
liabilities, actions, causes of action, losses, costs, and expenses resulting
from the gross negligence or willful misconduct of ASA, its directors, officers,
agents, or employees. Delta will do all things necessary to cause and assure,
and will cause and assure, that Delta will at all times be and remain in custody
and control of any aircraft, equipment, and facilities of Delta, and ASA, its
directors, officers, employees, and agents shall not, for any reason, be deemed
to be in the custody or control, or a bailee, of Delta's aircraft, equipment, or
facilities.
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C. ASA and Delta agree to comply with all rules, regulations, directives, and
similar instructions of appropriate governmental, judicial, and administrative
entities, including but not limited to airport authorities, the Federal Aviation
Administration, and the Civil Aeronautics Board (and its successor agencies).
D. OTHER THAN ANY WARRANTIES SPECIFICALLY CONTAINED IN THIS AGREEMENT, DELTA
DISCLAIMS AND ASA HEREBY WAIVES ANY WARRANTIES, EXPRESS OR IMPLIED, ORAL OR
WRITTEN, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR INTENDED USE RELATING TO ANY EQUIPMENT, DATA, INFORMATION, OR SERVICES
FURNISHED HEREUNDER. ASA AGREES THAT DELTA IS NOT LIABLE TO ASA OR ANY OTHER
PERSONS FOR CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES UNDER ANY CIRCUMSTANCES
IN CONNECTION WITH MATTERS ARISING OUT OF THIS AGREEMENT.
ARTICLE 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE PROVISIONS.
-------------------------------------------------------------------------------
A. The employees, agents, and independent contractors of Delta are the
employees, agents, and independent contractors of Delta for all purposes, and
shall under no circumstances be deemed to be, or shall be, employees, agents, or
independent contractors of ASA.
B. The employees, agents, and independent contractors of ASA are the
employees, agents, and independent contractors of ASA for
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all purposes and under no circumstances shall be deemed to be, or shall be, the
employees, agents, or independent contractors of Delta.
C. Each party assumes full responsibility for any and all liability to its own
employees on account of injury, or death resulting therefrom, sustained in the
course of their employment. Each party, with respect to its own employees,
accepts full and exclusive liability for the payment of Workers' Compensation or
Employers' Liability for insurance premiums with respect to such employees, and
for the payment of all taxes, contributions or other payments for unemployment
compensation or old age benefits, pensions, annuities, or other similar benefits
now or hereafter imposed upon employers by any government or agency thereof
having jurisdiction in respect of such employee measured by the wages, salaries,
compensation or other remuneration paid to such employees; each party also
agrees to make such payments and to make and file all reports and returns and to
do everything necessary to comply with the laws imposing such taxes,
contributions, or payments.
ARTICLE 11. INSURANCE PROVISIONS.
--------------------------------
A. ASA shall procure and maintain in full force and effect during the term of
this Agreement policies of insurance of the
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types of coverage in the minimum amounts in companies and under terms and
conditions satisfactory to Delta as follows:
1. All risk hull insurance on an agreed value basis, not to exceed
replacement value.
2. Comprehensive general liability (premises, products, completed
operations and contractual) covering personal and bodily injury and
property damage in the amount not less than $200,000,000 per
occurrence.
3. Workers' compensation for statutory limits per accident.
4. Employer's liability in an amount not less than $500,000 per accident.
5. Baggage liability in an amount not less than $100,000 per occurrence.
6. Cargo liability in an amount not less than $100,000 per loss, casualty
or disaster.
7. Automobile liability of not less than $5,000,000.00.
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B. ASA shall cause the policies of insurance described in this Agreement to be
duly and properly endorsed by ASA's insurance underwriters as follows:
1. As to policies of insurance described in Article 11 (A)(1), (A)(2),
(A)(3), (A)(4), (A)(5), (A)(6) and (A)(7): (a) to provide that any
waiver of rights of subrogation against other parties by ASA will not
affect the coverage provided hereunder with respect to Delta; and (b)
to provide that ASA's underwriters shall waive all subrogation rights
arising out of this Agreement against Delta, its directors, officers,
employees and agents without regard to any breach of warranty on the
part of ASA.
2. As to policies of insurance described in Article 11 (A)(2), (A)(5),
(A)(6), and (A)(7): (a) to provide that Delta, its directors,
officers, employees and agents shall be endorsed as named insured
parties thereunder; and (b) to provide that said insurance shall be
primary insurance.
3. As to policies of insurance described in Article 11 (A)(2): (a) to
provide a cross-liability clause as though separate policies were
issued for Delta and ASA and their respective directors, officers,
employees and
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agents; and (b) to provide contractual liability insurance coverage
for liability assumed by ASA under this Agreement.
4. As to any insurance obtained from foreign underwriters, to provide
that Delta may maintain against said underwriters a direct action in
the United States upon said insurance policies and to this end provide
a standard service of suit clause designating a United States attorney
in Washington, D.C., or New York, New York.
5. All insurance policies shall provide that the insurance shall not be
invalidated by any action or inaction of ASA.
C. ASA shall cause each of the insurance policies to be duly and properly
endorsed to provide that said policy or policies or any part or parts thereof
shall not be cancelled, terminated or materially altered, changed or amended by
ASA's insurance underwriters, until after sixty (60) days' written notice to
Delta which sixty (60) days' notice shall commence to run from the date such
notice is actually received by Delta.
D. Not later than the effective date of this Agreement, and from time to time
thereafter upon request by Delta, ASA shall
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furnish Delta evidence satisfactory to Delta of the aforesaid insurance
coverages and endorsements, including certificates certifying that the aforesaid
insurance policy or policies with the aforesaid limits are duly and properly
endorsed as aforesaid and are in full force and effect. Initially, this evidence
shall be certificates of the policies required hereunder.
E. In the event ASA fails to maintain in full force and effect any of the
insurance and endorsements, Delta shall have the right (but not the obligation)
to procure and maintain such insurance or any part thereof. The cost of such
insurance shall be payable by ASA to Delta upon demand by Delta. The procurement
of such insurance or any part thereof by Delta does not discharge or excuse
ASA's obligation to comply with the provisions set out herein. ASA agrees not to
cancel, terminate or materially alter, change or amend any of the policies until
after providing sixty (60) days' advance written notice to Delta of ASA's intent
to so cancel, terminate or materially alter, change or amend said policies of
insurance, which sixty (60) day notice period shall commence to run from the
date notice is actually received by Delta.
F. During the effectiveness of this Agreement, ASA agrees to maintain on
deposit with the Department of Transportation a signed counterpart of the
interim "Montreal Agreement" (Agreement CAB 18900) which has the effect of
increasing the limits of
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liability under the Warsaw Convention to seventy-five thousand dollars
($75,000.00) ASA further agrees to be bound by Agreement CAB 18900 and any
subsequent amendment thereto or any subsequent order of the Department of
Transportation or protocol ratified by the United States Government which
relates to and modifies the limit of liability under the Warsaw Convention.
G. With respect to all personal and property claims against ASA but not
against Delta, whether or not covered by the insurance policies set forth in
this Article or otherwise, Delta is responsible only for filing an initial
report and has no other obligations with respect to such claims, and ASA is
fully responsible for handling all adjustments, settlements, negotiations,
litigation, and similar activities in any way related to or connected with such
claims.
H. The parties hereby agree that from time to time during the effectiveness of
this Agreement, Delta may require ASA to have and maintain amounts of insurance
coverages in excess of the minimum amounts set forth should the circumstances
and conditions of ASA's operations under this Agreement be deemed, in Delta's
sole discretion, to require reasonable increases in any or all of the foregoing
minimum insurance coverages.
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ARTICLE 12. OPERATIONS OF ASA AS A DELTA CONNECTION CARRIER.
-----------------------------------------------
Nothing in this Agreement confers any rights for either party to restrict the
other party's ability: (1) to maintain or change rates, fares, tariffs, markets,
schedules, equipment, services, distribution and marketing methods, competitive
strategies, or similar matters; (2) to engage in vigorous and full competition
with other entities; or (3) to do business, or choose not to do business, with
other entities. Notwithstanding the foregoing, ASA acknowledges and agrees that
participation in the Delta Connection program obligates ASA to offer and
maintain a quality and professional level of service in terms of schedules,
customer service, and the like. Accordingly, not less than once each year of
this Agreement, the parties will: (a) meet to review and discuss the services,
operations, and plans of ASA as a Delta Connection Carrier; and (b) jointly
develop a written business plan for the operations and services of ASA. ASA will
comply with said business plan and all reasonable recommendations of Delta in
this area.
ARTICLE 13. CONTRACT INTERPRETATION.
-----------------------------------
A. This Agreement is subject to, and will be interpreted in accordance with,
the laws of the United States and more specifically, the laws of the State of
Georgia.
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B. The captions in this Agreement are for convenience only, confer no rights
or obligations on either party, and do not alter any terms of this Agreement.
C. Time is of the essence in this Agreement.
D. The terms and conditions enumerated in this Agreement constitute the entire
agreement between the parties and supersede those of any previous agreement or
communications with respect to the subject matter hereof, including without
limitation the Delta Connection Agreement between the parties dated August 6,
1984, as amended on October 5, 1985.
F. If any provision of this Agreement is rendered inoperative, void, or
illegal by operation of law or otherwise, the other and remaining provisions
contained in this Agreement will remain in full force and effect.
ARTICLE 14. CIRCUMSTANCES BEYOND THE PARTIES' CONTROL.
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With the exception of outstanding rights and obligations, each party will be
relieved of its obligations under this Agreement in the event and to the extent
that performance is delayed or prevented by any causes reasonably beyond that
party's control, including without limitation acts of God and force majeure.
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ARTICLE 15. NO LICENSE GRANTED.
------------------------------
This Agreement is not, and shall not be construed to be, a license for either
party to use the trade names, trademarks, service marks, or logos of the other
party, except as expressly authorized in writing in advance by such party.
ARTICLE 16. MODIFICATION AND WAIVER.
-----------------------------------
This Agreement may not be modified, altered, or amended in any way except by
another document signed by authorized representatives of both parties.
B. No waiver of any provision or any breach of this Agreement will constitute,
or be deemed to constitute, a waiver of any other provision hereof or a waiver
of any other breach of this Agreement.
ARTICLE 17. NOTICES.
-------------------
A. All notices or other communications required or called for hereunder must
be in writing and will be deemed to have been duly served if sent by United
States mail or telegraph, postage prepaid.
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B. Notices and communications to be served by ASA on Delta shall be sent to:
▇▇. ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President-Marketing
Delta Air Lines, Inc.
▇▇▇▇▇▇▇▇▇▇ Atlanta International Airport
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
C. Notices and communications to be served by Delta on ASA shall be sent to:
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President-Sales and Services
Atlantic Southeast Airlines, Inc.
General Offices
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
ARTICLE 16. ASSIGNMENT.
----------------------
Neither party may assign or transfer this Agreement or any portion of it to any
entity without the express written consent of the other party. If this Agreement
is assigned or transferred, by operation of law or otherwise, without such
consent, the non-assigning or non-transferring party may immediately terminate
this Agreement and the assigning or transferring party will be liable, without
limitation, for all outstanding obligations and liabilities of or made by the
assigning or transferring party and the assignee, attempted assignee,
transferee, or attempted transferee.
-28-
* * *
IN WITNESS WHEREOF, the parties have executed this Agreement by their
undersigned duly authorized representatives:
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- ------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Senior Vice President- Senior Vice President-Marketing
Sales and Services
-29-
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
This Amendment ("Amendment"), dated this 17th day of December, 1987, amends
the Delta Connection Agreement dated July 1, 1986, ("Agreement") between Delta
Air Lines, Inc. ("Delta"), whose principal office is located at ▇▇▇▇▇▇▇▇▇▇
Atlanta International Airport, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Atlantic Southeast
Airlines, Inc. ("ASA") whose principal office is located at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Delta and ASA have entered into a Delta Connection Agreement and
now wish to amend that Agreement;
NOW, THEREFORE, Delta and ASA agree as follows:
1. This Amendment amends the above-referenced Agreement and, except as
expressly modified hereby, the Agreement shall remain in full force and effect
and shall govern the performance, obligations and remedies of the parties.
2. The following provision is added as Article 3(C)(1) of the Agreement:
If a flight operated by Delta is shown on any leg
in the itinerary of any traffic document issued
and sold at any ASA office, Delta will reimburse
ASA for invalid checks associated with such
traffic documents and tickets; provided, ASA has
conformed with Delta's check acceptance procedures
and has exhausted all means of obtaining monies
owed. ASA hereby assigns to Delta its rights to
recover any amounts due based on the invalid
checks described herein, once it has exhausted all
means of obtaining monies owed, and authorizes
Delta to take whatever actions it may deem
necessary to recover the monies owed.
IN WITNESS WHEREOF, the parties have executed this Amendment by their
undersigned duly authorized representatives.
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By:(Proper officer-signature illegible) By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------ ------------------------
Senior Vice President ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Sales & Services Senior Vice President
Marketing
-30-
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
-------------------------------------------
This Amendment ("Amendment") effective 01 day of July, 1988, amends the
Delta Connection Agreement ("Agreement") between Delta Air Lines, Inc.
("Delta"), ▇▇▇▇▇▇▇▇▇▇ Atlanta International Airport, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Atlantic Southeast Airlines, Inc. ("ASA"), ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇.
This Amendment amends the above-referenced Agreement, and except as
expressly modified hereby the Agreement shall remain in full force and effect
and shall govern the performance, obligations and remedies of the parties.
Delta and ASA hereby amend the Agreement as follows:
Article 3 is hereby amended to add the following as Paragraph D:
---------
D. ASA will pay Delta for all amounts paid by Delta to vendors of computerized
reservations systems ("CRS's") attributable to passengers booked on ASA flights
who do not connect to/from a Delta flight. For purposes of computing the amount
---
of this payment, the number of ASA passengers who do not connect to/from Delta
---
in a given month will be divided by the total number of ASA passengers, and the
quotient will be multiplied times the amount of the payment made to each CRS
vendor for the applicable month. Payments due hereunder are applicable only to
those CRS vendors which now or in the future provide Delta with a breakdown of
ASA passengers booked.
This Amendment is effective on the date first written above and shall
remain in effect until the Agreement is terminated.
The terms as defined in the Agreement shall have the same meaning as in
this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment by their
undersigned duly authorized representatives:
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: (Proper officer-signature illegible) By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------ ----------------------
Senior Vice President ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Sales and Services Senior Vice President
Marketing
-31-
Percent of Each
Percent of Passengers Computerized Reservations
Connected to Delta Systems (CRS) to be Paid
--------------------- -------------------------
0 - 15 85
16 - 20 80
21 - 25 75
26 - 30 70
31 - 35 65
36 - 40 60
41 - 45 55
46 - 50 50
51 - 55 45
56 - 60 40
61 - 65 35
66 - 70 30
71 - 75 25
76 - 80 20
81 - 85 15
86 - 90 10
91 - 95 5
96+ 0
-32-
[DELTA AIR LINES, INC. LETTERHEAD]
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
This Amendment ("Amendment"), dated this 4th day of March, 1992, amends the
Delta Connection Agreement ("Agreement") dated July 1, 1986, effective January
1, 1992, between Delta Air Lines, Inc. ("Delta"), whose principal office is
located at ▇▇▇▇▇▇▇▇▇▇ Atlanta International Airport, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
Atlantic Southeast Airlines, Inc. ("ASA"), whose principal office is located at
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, Delta and ASA have entered into a Delta Connection Agreement and
now wish to amend that Agreement;
NOW, THEREFORE, Delta and ASA agree as follows:
1. This Amendment amends the above-referenced agreement and, except as
expressly modified hereby, the Agreement shall remain in full force and effect
and shall govern the performance, obligations and remedies of the parties.
2. The following provision replaces Article 3(A) of the Agreement:
Subject to the provisions of Article 6(F) of this agreement, ASA will
price and process all passenger air transportation and air freight
▇▇▇▇▇▇▇▇ involving Delta through the Airlines Clearing House ("ACH")
in accordance with the procedures set forth from time to time in the
ACH Manual of Procedure (the "Manual") or as set forth by Delta after
30 days written notification and consultation with ASA. Without
limiting the generality of the foregoing, unless otherwise agreed to
by the parties in writing, all Delta flight coupons of source types
010 (Lifts) and 020 (Exchanges) issued by ASA and all flight coupons
of source types 010 and 020 issued by or validated on Delta and
honored by ASA, will be priced in accordance with the procedures set
forth in the ACH sampling procedures (the "sampling procedures")
outlined in Section D of the Manual. Any deviation from the sampling
procedures shall be agreed to in writing by the parties.
-33-
IN WITNESS WHEREOF, the parties have executed this amendment by their
undersigned duly authorized representatives.
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ Garrota
------------------------ ----------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Garrota
Senior Vice President Assistant Vice President
Sales and Services Sales and Marketing Programs
-34-
AMENDMENT TO
CONNECTION CARRIER AGREEMENT
THIS AMENDMENT (this "Amendment") dated as of August 1, 1994, between DELTA
AIR LINES, INC., having its principal place of business located at ▇▇▇▇▇▇▇▇▇▇
Atlanta International Airport, Atlanta, Georgia 30320-6001 ("Delta"), and
ATLANTIC SOUTHEAST AIRLINES, INC., having its principal place of business
located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("ASA").
W I T N E S S E T H:
WHEREAS, Delta and ASA are parties to a certain Delta Connection Agreement,
dated and effective July 1, 1986, as amended by amendments dated February 19,
1987, December 17, 1987, July 1, 1988 and March 4, 1992 (the Delta Connection
Agreement, as so amended, is hereafter referred to as the "Agreement"); and
WHEREAS, the Agreement will expire by its terms on August 9, 1994; and
WHEREAS, Delta and ASA desire to extend the term of the Agreement as
provided herein;
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby amend
the Agreement as follows:
1. Extension of Term. The fixed term of the Agreement is hereby extended
-----------------
until December 31, 1994. Thereafter, the Agreement shall continue in full force
and effect until terminated by either party on thirty (30) days' advance written
notice to the other party or earlier terminated in accordance with the
provisions of Article 7.
2. No Further Amendment. Except as amended hereby, the Agreement shall
--------------------
remain in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be governed by and construed in
-------------
accordance with the laws of the State of Georgia.
-35-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the day and year first
above written.
DELTA AIR LINES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President -
Marketing
ATLANTIC SOUTHEAST AIRLINES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------
▇▇▇▇ ▇▇▇▇▇▇
President
-36-