Delta Airlines 2010 Annual Report Download - page 369

SCHEDULE 7-3(a)
Calculation and Payment of Post-DBO Rent
Preliminary Matters:
The description and illustration of the Post-DBO Rent set forth in this Schedule 7-3 is based on pro forma information as set forth herein based on the current
estimates available to the parties hereto (the "Rent Pro Forma"). The Rent Pro Forma makes certain assumptions including (i) square footage of "Usable
Area" based on the preliminary drawings attached hereto as Annex 7-3, pages 1 through 14; (ii) ATA Permitted O&M Expense amounts and allocations;
(iii) passenger counts; and (iv) baggage counts. Upon Phase I DBO, Delta and IAT shall (1) confirm the final actual Usable Area and non-Usable Area, the
locations, land areas, and other matters set forth in Annex 7-3, and other base line numbers and percentages used in the Rent Pro Forma and this Schedule 7-3
based on the actual final Terminal 4 facilities at Phase I DBO pursuant to the "as-built" plans completed in connection with the Phase I IAT Project, and
(2) utilize the most current information available as of Phase I DBO (including the then current budget for Terminal 4) to update the applicable Tables set
forth in this Schedule 7-3. All tables provided herein are to illustrate the rent calculation methodology and actual rents will change from year to year based on
actual costs, occupancy, and utilization by both Contract Carriers and Delta. Capitalized terms used but not defined in the body of the Agreement shall have
the meanings assigned to such terms in this Schedule 7-3.
Delta shall pay Post-DBO Rent based on the allocation of costs from and occupancy and utilization of both the Original Terminal 4 facilities, as defined
below, and the Phase I IAT Project facilities. Post-DBO Rent shall be calculated and paid according to the following:
(1) If the Delta Premises includes fewer than seven (7) Delta Gates located in the portion of Terminal 4 as Terminal 4 existed prior to the Phase I IAT
Project (the "Original Terminal 4") as of Phase I DBO, the Post-DBO Rent shall be calculated and paid in accordance with the "Cost Allocation
Methodology" pursuant to the terms of Section V below until the date that the Delta Premises includes seven (7) or more Delta Gates located in
Original Terminal 4.
(2) If the Delta Premises includes a total of seven (7) Delta Gates located in Original Terminal 4 at any time from and after Phase I DBO, the Post-DBO
Rent shall be calculated and paid in accordance with the "Percentage Methodology" pursuant to the terms of Section VI below commencing as of
the date that the seventh Delta Gate located in Original Terminal 4 is added to the Delta Premises and continuing until the earlier of (x) the date on
which the Delta Premises includes more than seven (7) Delta Gates located in Original Terminal 4 or (y) January 1, 2020, in which cases the
provisions of clause (3) below shall apply.
(3) If the Delta Premises includes more than seven (7) Delta Gates located in Original Terminal 4 at any time from and after Phase I DBO, or if the
Delta Premises includes at least seven (7) Delta Gates located in Original Terminal 4 on or after