Delta Airlines 2010 Annual Report Download - page 178

promptly brought to the attention of the Trilateral Committee for expedited resolution pursuant to Section 10.04 below. Pending a decision by the Trilateral
Committee on the matter in dispute, IAT shall continue to carry out day-to-day operations regarding the matter in dispute in accordance with best
management practices.
(b) Each of IAT and Delta may change the identity of its representatives on the Management Committee by notice to the other party, provided that any
replacement representative holds a position of authority commensurate with the tasks undertaken by such committee. Each of IAT and Delta may designate
alternate representatives to act in place of its designated representatives by notice given to the other party, including by oral notice given at any meeting of
the Management Committee. Meetings of the Management Committee shall be in person at Terminal 4 or by telephone conference call. One of the
representatives on the Management Committee shall be designated to maintain and distribute minutes of each meeting (which minutes shall be subject to
approval by the Management Committee). Decisions of the Management Committee shall be made by the unanimous vote of the representatives on the
Management Committee.
(c) From time to time, each of IAT and Delta may propose to the Management Committee modifications to the Terminal 4 Rules and Regulations, the
Terminal 4 Security Plan, the Comprehensive Retail Plan, the Concession Master Plan, or other matters described in Section 10.02(a) above, that relate to
policies and procedures or decisions concerning the use and operation of the Delta Premises or Terminal 4 insofar as the same relate to the use and
operation of the Delta Premises in accordance with this Agreement. Matters subject to this Section 10.02(c) which are materially important to the use and
operation of the Delta Premises and which cannot be resolved in an expedient manner by the Management Committee shall be promptly brought to the
attention of the Trilateral Committee for expedited resolution pursuant to Section 10.04 below. Insofar as the recommendations of IAT and/or Delta under
this Section 10.02(c) impact Contract Carriers, such recommendations shall be reasonable, equitable and nondiscriminatory and shall at all times comply
with the requirements of the Port/IAT Lease.
(d) [Reserved.]
(e) The Management Committee shall not, nor shall any representative on the Management Committee, take any action in violation of or fail to act in
compliance with any provision of the Basic Lease, the Port/IAT Lease, the Transaction Documents, the Terminal 4 Project Bond Documents or this
Agreement.
Section 10.03. Budgets; Calculation of Delta Rent And Adjusted Terminal Management Fees. (a) Not later than September 1 of each calendar year,
Delta shall prepare and furnish to IAT a statement of Delta's and Delta Affiliate Carriers' actual to date and projected flight and passenger usage for the
current Annual Period. Not later than September 15 of each calendar year, commencing with the calendar year immediately preceding the calendar year in
which Phase I DBO is expected to occur, IAT shall deliver to the Management Committee for the Management Committee's review and consultation, a
proposed annual budget for the ensuing Annual Period that is prepared by IAT in good faith taking into consideration factors reasonably determined by IAT to
be relevant to such annual budget, including the operation and
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