Delta Airlines 2010 Annual Report Download - page 180

(b) If IAT reasonably determines at any time during an Annual Period that it is in the best interests of Terminal 4 to incur any expense which is properly
includable in the Permitted O&M Expenses and which is not contemplated by the approved Budget for such Annual Period, IAT shall consult with the
Management Committee regarding such expenses, provided that, once established for an Annual Period, no increases shall be made to the ATA Permitted
O&M Expenses used in calculating the Delta Rent for Capital Repairs in excess of the greater of (i) $2,000,000.00, and (ii) 50% of the Capital
Improvements Reserve Fund Requirement (as defined in the Port/IAT Lease) during such Annual Period without the approval of Delta. Notwithstanding
any of the foregoing, in the event of an emergency or if an expenditure is necessary to comply with applicable Law or the Port/IAT Lease or to avoid
criminal liability, civil liability or the imposition of a fine or other penalty, IAT may incur such cost or obligation without consultation with the
Management Committee or Delta consent.
Section 10.04. Trilateral Committee. If any matter brought before the Management Committee results in a dispute that is to be elevated pursuant to
Section 10.02, such dispute shall be referred to a committee (the "Trilateral Committee") composed of three members, one to be appointed by IAT, one to be
appointed by Delta, and one to be appointed by JFK IAT Member LLC ("JFK IAT Member"). The Trilateral Committee shall be composed of the members
set forth on Schedule 10-1, which shall set policies and shall resolve those matters that cannot be resolved by the Management Committee in accordance with
Section 10.02. The Trilateral Committee shall consider and resolve matters and disputes referred to the Trilateral Committee herein considering both parties'
positions objectively and in good faith. The identity of each of IAT's, Delta's and JFK IAT Member's members on the Trilateral Committee shall change as the
identity of the individuals holding such offices change, and each of IAT, Delta and JFK IAT Member may change the identity of the offices and/or its officers
on the Trilateral Committee, as such positions change, 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, Delta and JFK IAT Member may designate alternate representatives to act in place
of its designated members by notice given to the other party at the time a matter or dispute is referred to the Trilateral Committee, if the member designated is
unavailable, including by oral notice given at such time. Any such matter or dispute shall be referred to the Trilateral Committee by any IAT or Delta
representative on the Management Committee by a notice describing the matter or dispute at issue (a "Notice of Disagreement") given to IAT, Delta and JFK
IAT Member members on the Trilateral Committee. In the event any such matter or dispute is referred to the Trilateral Committee, for a period of 20 days
following the delivery of the Notice of Disagreement, the Trilateral Committee shall attempt in good faith to settle the matter or dispute in question, by such
meetings in person or by telephone conference call or by such correspondence as the members of the Trilateral Committee shall determine. If the Trilateral
Committee settles the matter or dispute in question, the settlement shall be set forth in a written memorandum or agreement signed by the Trilateral
Committee members of both parties, which shall be delivered to the Management Committee to be implemented. If at the end of the 20-day period the
Trilateral Committee shall not have settled the dispute through a unanimous decision, then JFK IAT Member shall have the ability to resolve such deadlock
except in respect to those matters specified in Section 28.02(b) which shall be subject to arbitration pursuant to Section 28.02, provided that, nothing
contained in this Section 10.04 or in Section 28.02 shall be deemed to restrict the rights of either party to pursue such remedies as are available to such party
under Article 26, Article 27 and Section 36.19, as applicable.
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