Delta Airlines 2010 Annual Report Download - page 179

maintenance of Terminal 4 in accordance with the Terminal 4 O&M Performance Standards and the Port/IAT Lease, reasonably anticipated increases or
decreases in IAT's cost and expense of performing its obligations under this Agreement and the Port/IAT Lease, and reasonably anticipated increases and
decreases in activity at Terminal 4 (each such annual budget, a "Budget"), provided that, there shall be a Budget subcommittee established by the
Management Committee for the purpose of keeping the parties informed as to matters relating to each proposed Budget. Each Budget shall include a
preliminary pro forma rent statement for the applicable Annual Period, itemized in detail reasonably requested by Delta, projecting the amounts of the Delta
Rent (including any anticipated credits attributable to the Terminal 4 Gate Use Fees or Terminal 4 Hardstand Use Fees) and the Adjusted Terminal
Management Fees, setting forth the monthly amounts (based on such annual amount) to be payable by Delta in equal monthly installments during such
Annual Period. Not later than October 1, Delta shall deliver its comments with respect to the amounts of the Delta Rent (including any anticipated credits
attributable to the Terminal 4 Gate Use Fees or Terminal 4 Hardstand Use Fees) and the Adjusted Terminal Management Fees set forth in such Budget to
IAT. After its receipt and consideration of Delta's comments, but not later than October 15, IAT shall present a revised proposed Budget, including a revised
pro forma rent statement, to the Management Committee. If Delta is still not satisfied with the amounts of the Delta Rent (including any anticipated credits
attributable to the Terminal 4 Gate Use Fees or Terminal 4 Hardstand Use Fee) and the Adjusted Terminal Management Fees set forth in such Budget, Delta
shall promptly deliver to IAT's representatives on the Management Committee a written explanation of the items to which Delta objects. The Management
Committee is responsible for resolving remaining differences between the representatives of IAT and Delta (including through recommendation to the
Trilateral Committee if the Management Committee cannot reach a unanimous determination) and making the determination regarding such items, and the
resulting Budget shall be the Budget for the applicable Annual Period, including with respect to the amounts of the Delta Rent (including any anticipated
credits attributable to the Terminal 4 Gate Use Fees or Terminal 4 Hardstand Use Fees) and the Adjusted Terminal Management Fees for such Annual Period.
The Budget for each Annual Period shall include and cover all estimated and proposed ATA Permitted O&M Expenses and shall indicate the headcount
for all personnel of IAT dedicated (on-site or otherwise, full time or part time) to Terminal 4 to the extent the expense of such personnel is allocated to Delta
in Article 7. The Budget for the first Annual Period shall be in the form of the pro forma Budget attached hereto as Schedule 10-2, and shall generally
conform to the items and staffing levels set forth therein. The Budget for each succeeding Annual Period shall be in the form of the Budget for the prior
Annual Period, with such changes in form and scope consistent with the terms of this Agreement as Delta or IAT shall reasonably request and the
Management Committee shall approve. If by December 1, IAT has not obtained the approval of the Management Committee with respect to the ATA
Permitted O&M Expenses used in calculating the Delta Rent for the Annual Period covered by such Budget, such matter shall be referred to arbitration
pursuant to the terms of Article 28 with respect to those matters which remain in dispute, and the proposed Budget shall apply for purposes of calculating the
ATA Permitted O&M Expenses used in calculating the Delta Rent. Following resolution of any disputed items from the Budget, IAT shall provide Delta with
a credit against future Rent, if applicable, for overpayments made by Delta in respect of such disputed items, and Delta shall promptly pay IAT for any
underpayments made by Delta in respect of such disputed items.
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