Delta Airlines 2010 Annual Report Download - page 399

Material Change and the denominator of which is the Terminal 4 Square Footage immediately prior to the Terminal 4 Square Footage Material Change;
provided, however, that, any adjustment pursuant to this clause (B) shall be made only if such fraction yields a number greater than one (1) unless the
reduction in Terminal 4 Square Footage is due to a permanent reduction in such space as a result of a casualty, condemnation or similar event, in which
case the adjustment shall be made using such fraction yielding a number less than one (1).
(C) Notwithstanding the foregoing, any adjustment to the Adjusted Terminal Management Fee for a Semi-Annual Period pursuant to the foregoing
clauses (A) or (B) shall be pro-rated to reflect, in the case of clause (A), the number of days between the date on which Phase I DBO occurs and the first
day of the first Alternative Annual Period commencing on or after Phase I DBO, and, in the case of clause (B), the number of days between the date on
which any additional Terminal 4 Square Footage Material Change occurs and the applicable Adjustment Date for such change, in each case relative to a
one hundred eighty (180) day period; provided, however, that for purposes of determining the Adjusted Terminal Management Fee with respect to the
Semi-Annual Period immediately succeeding the Semi-Annual Period in which adjustments are made pursuant to clause (b) above, any adjustment
pursuant to the foregoing clauses (A) or (B) shall be semi-annualized to reflect a one hundred eighty (180) day period.
(iii) JFK Passenger Adjustment. Effective on the first day of the second (2nd) Alternative Annual Period commencing after Phase I DBO, the Adjusted
Terminal Management Fee with respect to the Semi-Annual Period commencing on such date (as adjusted pursuant to clause (b)(i) and (b)(ii) above) shall
be multiplied by a fraction, the numerator of which is the total number of JFK Passengers during the first Alternative Annual Period commencing on or
after Phase I DBO and the denominator of which is the total number of JFK Passengers during the twelve (12) month period immediately preceding the
first Alternative Annual Period commencing on or after Phase I DBO; provided that if such fraction yields a number less than 1.0, then such fraction shall
equal 1.0, and if such fraction yields a number greater than 1.02, then such fraction shall equal 1.02.
(iv) T3/T4 Passenger Adjustment. Effective on the first day of the third (3rd) Alternative Annual Period commencing after Phase I DBO and thereafter
on each anniversary of such date, the Adjusted Terminal Management Fee with respect to the Semi-Annual Period commencing on such date (as adjusted
pursuant to clause (b)(i) and (b)(ii) above) shall be multiplied by a fraction, the numerator of which is the total number of T3/T4 Passengers during the
immediately preceding Alternative Annual Period (the "Latest Year") and the denominator of which is the total number of T3/T4 Passengers during the
Alternative Annual Period immediately preceding the Latest Year (it being understood and agreed that such adjustment may be an increase or decrease
and, accordingly, may either increase or decrease the Adjusted Terminal Management Fee for such period (as adjusted pursuant to clause (b)(i) and (b)(ii)
above)); provided, however, that if the total number of T3/T4 Passengers during the Latest Year represents a decrease
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