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Form 10-Q/A
ADMENDMENT NO. 1 TO QUARTERLY REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 333-13071
ASA Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-2258221
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (404) 766-1400
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Part II - Other Information
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Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits originally filed by Atlantic Southeast
Airlines, Inc. ("ASA") with its Quarterly Report on Form 10-Q
for the period ended September 30, 1996, are filed by ASA
Holdings, Inc. successor issuer to ASA, as part of this report
and amended as indicated therein. Exhibits 10(f) through 10(u)
originally filed by ASA with the Quarterly Report on Form 10-Q
for the period ended September 30, 1996, are deleted in their
entirety, and Exhibits 10(a) through 10(d) have been renamed as
Exhibits 10(b) through 10(e) a new exhibit has been included as
Exhibit 10(a) of this report. The exhibit numbers refer to Item
601 of Regulation S-K. Exhibits 11 and 27 are not amended
hereby.
10(a) Delta Connection Agreement dated July 1, 1986, between Delta
Airlines, Inc. ("Delta) and ASA. Confidential treatment has been
applied for with respect to certain provisions in this exhibit.
10(b) Letter Agreement dated February 19, 1987 from Delta and agreed
to and accepted by ASA. Confidential treatment has been applied
for with respect to certain provisions in this exhibit.
10(c) Amendment to the Delta Connection Agreement dated December 17,
1987, between Delta and ASA. Confidential treatment has been
applied for with respect to certain provisions in this exhibit.
10(d) Amendment to the Delta Connection Agreement effective July 1,
1988, between Delta and ASA. Confidential treatment has been
applied for with respect to certain provisions in this exhibit.
10(e) Amendment to the Delta Connection Agreement dated March 4, 1992,
between Delta and ASA.
10(f) Amendment to the Connection Carrier Agreement dated as of August
1, 1994, between Delta and ASA.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Atlantic Southeast Airlines, Inc.
/s/ Ronald V. Sapp
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Ronald V. Sapp
V.P. Finance, Treasurer and
Chief Financial Officer
Date: November 26, 1997
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EXHIBIT INDEX
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Exhibit Number and Description
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10(a) Delta Connection Agreement dated July 1, 1986, between Delta
and ASA. Confidential treatment has been applied for with
respect to certain provisions in this exhibit.
10(b) Letter Agreement dated February 19, 1987 from Delta and agreed
to and accepted by ASA. Confidential treatment has been applied
for with respect to certain provisions in this exhibit.
10(c) Amendment to the Delta Connection Agreement dated December 17,
1987, between Delta and ASA. Confidential treatment has been
applied for with respect to certain provisions in this exhibit
10(d) Amendment to the Delta Connection Agreement effective July 1,
1988, between Delta and ASA. Confidential treatment has been
applied for with respect to certain provisions in this exhibit
10(e) Amendment to the Delta Connection Agreement dated March 4, 1992,
between Delta and ASA.
10(f) Amendment to the Connection Carrier Agreement dated as of August
1, 1994, between Delta and ASA.
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Confidential Treatment requested by ASA Holdings, Inc., File No. 333-13071
EXHIBIT 10(a)
Confidential treatment has been applied
for with respect to certain provisions
of this Exhibit, which provisions have
been omitted from this Exhibit, marked
with an asterisk [*] and filed separately
with the SEC
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DELTA CONNECTION AGREEMENT
AGREEMENT
This Agreement ("Agreement"), date and effective the of July, 1986, is
between Delta Air Lines, Inc., Hartsfield Atlanta International Airport,
Atlanta, Georgia 30320 ("Delta"), and Atlantic Southeast Airlines, Inc., 1688
Phoenix Parkway, College Park, Georgia 30349 ("ASA").
WHEREAS, Delta operates the Delta Connection program;
WHEREAS, ASA desires to have Delta perform and provide various
marketing, schedule and fare related, and other services for ASA in connection
with the Delta Connection program;
WHEREAS, ASA desires to have Delta perform and provide various
marketing, schedule and fare related, and other services for ASA in connection
with the Delta Connection program;
WHEREAS, Delta is willing to perform and provide various marketing,
scheduling and fare related, and other services for ASA in connection with the
Delta Connection program; and
WHEREAS, this Agreement will enhance the ability of ASA and Delta to
serve the public and the committees which they serve or may choose to serve;
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WHEREAS, Delta and ASA currently are parties to a Delta Connection
Agreement dated August 6, 1984, as amended on October 5, 1985, and now wish to
reconstitute that Agreement;
Delta and ASA agree to the following:
ARTICLE 1. FARES AND RULES PUBLICATION.
A. As agent for ASA, Delta will instruct appropriate publishing agents to
publish ASA's fares, rules and related matters, and ASA hereby authorizes Delta
to undertake such activities. Delta will use its best efforts to instruct such
publishing agents of such information within twenty-four (24) hours of receipt
of written or telex notification of the fares, rules, or other information which
ASA desires to have published. Delta will advise ASA of the format in which
fare, rule and other information must be submitted to Delta.
B. Delta is not responsible for determining or reviewing the accuracy of any
information provided to Delta by ASA, and ASA is solely responsible for the
accuracy of such information.
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C. The selection of publishing agents for ASA's fare, rule, and related
information will be in Delta's sole discretion, but Delta will apply criteria
for the selection of ASA's publishing agents similar to the criteria that Delta
applies to itself.
D. [* ] pay all routine expenses associated with instructing publishing
agents to publish ASA's fare, rules, and related information as set forth
herein.
ARTICLE 2. SCHEDULES PUBLICATION.
A. As agent for ASA, Delta will furnish ASA's schedules and related
information to appropriate publishers, and ASA hereby authorizes Delta to
undertake such activities. Delta will notify ASA when any schedule and related
information that ASA desires to have published must be submitted to Delta, and
Delta will furnish to publishers all such information which is received in a
timely manner by Delta. ASA agrees and understands that if ASA desires to have
its schedule and related information submitted by Delta to appropriate
publishers, ASA will be required to submit said information to Delta in writing
approximately six (6) weeks in advance of the scheduled publication date so that
information can be properly disseminated to marketers of air transportation and
the public. Delta will specify the formats in which the schedule and related
information must be submitted to Delta.
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B. [* ] pay all routine expenses associated with furnishing ASA's
schedules and related information to publishers as set forth herein.
C. To avoid confusing or misleading the public and marketers of air
transportation, ASA agrees to use only the flight numbers assigned by Delta and
agrees not to list ASA's flights under other flight numbers unless otherwise
agreed to by Delta.
D. The selection of publishers for ASA's schedule and related information will
be in Delta's sole discretion, but Delta will apply criteria for the selection
of ASA's publishers similar to the criteria that Delta applies to itself.
Nothing in this Article or this Agreement prevents ASA from publishing its own
schedule and related information at any time or in any way that ASA deems
desirable, provided that any such information published by ASA must be the same
as or consistent with the information which ASA provides Delta.
E. If any schedule publishers selected by Delta permit airlines to list
connecting services in addition to the connecting services ordinarily listed by
that publisher, Delta will request and pay such additional listings if Delta, in
its sole discretion, determines that such additional listings would be
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beneficial to the traveling public; provided, in determining whether any such
additional listings for ASA should be published, Delta will use criteria similar
to the criteria used by Delta for listing Delta's paid connections.
F. Delta will publish [* ]for ASA's schedules in Delta's Quick Reference
Schedules and System Timetables; the format and nature of such Schedules and
Timetables will be in the sole discretion of Delta. Delta will publish [* ]for
Quick Reference Schedules solely including ASA in cities served by ASA but not
served by Delta; the format and nature for such Quick Reference Schedules will
be in Delta's sole discretion.
ARTICLE 3. ACCOUNTING PROVISIONS.
A. ASA will process all passenger air transportation billings involving Delta
through the Airlines' Clearing House ("ACH"). Unless otherwise agreed to by the
parties in writing, the pricing of all ASA issued Traffic Documents and all
flight coupons issued by Delta or validated on Delta and honored by ASA will be
in accordance with the terms and procedures set forth in the ACH Interline
Sampling Agreement as outlined in Section D of the ACH Procedure Manual. Any
deviation from these terms and procedures must be agreed to in writing by both
parties.
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B. When ASA bills Delta for sales on ASA involving Traffic Documents and/or
Delta issued/plated tickets for which travel agents and/or SATO, Inc. or others
have been or will be compensated, [*] will reimburse [*
]at the time of the billing, for the compensation paid
by Delta based on [* ] of said Traffic Documents or tickets. The amount
of such reimbursement will be determined by using the ACH sampling procedures
referred to in Article 3(A).
C. If a flight operated by ASA is shown on the first leg or any itinerary of
any ticket and Delta is not shown in the itinerary on that ticket (including
tickets where ASA is the only airline), ASA will reimburse Delta for any credit
card discount charges [*
] associated with such tickets; provided, ASA will use
the same procedures that Delta uses for its own passengers to verify the
validity of credit cards and the [* ]. As between ASA and Delta,
Delta will pay for [* ] on tickets involving itineraries including
flights operated [* ].
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ARTICLE 4. AIRPORT RELATED AND TICKETING SERVICES.
A. ASA will provide its own ticketing services; provided, Delta will
provide supplemental ticketing services for ASA at Delta's ticketing locations
and will use Delta ticket stock for such purposes.
B. Delta will design, provide,and pay for appropriate airport and other
signage to reflect the Delta Connection and the relationship between ASA and
Delta. The nature and type of such signage will be in the sole discretion of
Delta, subject to any airport or governmental restraints. Delta will be
responsible for installing and maintaining all such signage, but the parties
will mutually determine which party will obtain any necessary formal or informal
approvals from appropriate airport or other authorities to install such signage.
The parties will fully cooperate with each other in all endeavors relating to
such signage and any necessary approvals.
ARTICLE 5. CUSTOMER SERVICES
A. ASA will handle all customer related services in a professional,
businesslike, and courteous manner. In order to insure a high level of customer
satisfaction ASA will:
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1. Establish and maintain customer handling procedures and policies
which are similar to those utilized by Delta; and
2. Establish, maintain, and enforce employee conduct, appearance and
training standards and policies which are similar to those utilized by Delta.
B. ASA and Delta will periodically meet to discuss and review ASA's
customer handling procedures and policies and ASA's employee conduct,
appearance, and training standards and policies to insure compliance with this
Article 5.
ARTICLE 6. TRAFFIC DOCUMENTS AND RELATED PROCEDURES.
A. Pursuant to mutually acceptable procedures, Delta will periodically
provide ASA with Delta machine and manual ticket stock, miscellaneous charges
orders, credit card refund drafts, credit card refund vouchers and other related
documents (collectively referred to as "Traffic Documents"). Delta will maintain
a supply of Traffic Documents at Delta's General Offices in Atlanta and, upon
written request from ASA, will supply ASA with appropriate supplies of Traffic
Documents.
B. Unless otherwise agreed to by Delta in writing, Traffic
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Documents may be used, completed, validated, and issued only by ASA.
C. ASA will promptly surrender and return all Traffic Documents to Delta
upon Delta's written request.
D. ASA will maintain records of the Traffic Documents in a manner and
format acceptable to Delta. ASA will acknowledge receipt in writing of all
Traffic Documents in the manner prescribed by Delta.
E. ASA will conform with and abide by all of Delta's rules and
regulations regarding the Traffic Documents.
F. Reporting and Remitting With Respect to Traffic Documents.
1. On a daily basis, ASA will provide Delta with a report for each
ASA ticketing location of all ticketing and related transactions on Traffic
Documents for the prior day. Said report will be in format determined by Delta
and will include without limitation all credit card transactions, including
supporting documentation.
2. [*] will accumulate all monies with respect to all
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transactions on Traffic Documents (other than [*
]) on a [* ] basis ending at the close of business each[* ].
Not later than the second[* ] following the [* ]period to which said
transactions are applicable,[* ]will remit to [* ] for all transactions on
Traffic Documents (other than [* ]) during the applicable
[* ] period.
3. ASA will issue all Traffic Documents, and will collect appropriate
charges, in accordance with the tariffs, fares, rates, rules and regulations of
applicable carriers. ASA is responsible for all undercharges and incorrect
fares, rates, and charges on Traffic Documents issued by or for ASA, and Delta
may deduct from sums due ASA all amounts resulting from any such undercharges or
incorrect fares, rates, and charges. The amount of such undercharges will be
determined by utilizing the ACH sampling procedures referred to in Article 3(A)
for passenger tickets and on a direct billing basis for baggage/cargo related
items.
4. ASA will reimburse Delta a rate of [* ]percent for all credit card
charges set forth in Article 3(c) (other than sales on UATP) made by ASA on
Traffic Documents in accordance with the ACH sampling procedures in Article
3(A). ASA will reimburse
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Delta at the [* ] for the [* ] portion of all UATP credit card sales, or
at such other rate as the parties may mutually agree upon in writing.
G. Responsibility for Traffic Documents.
ASA will take all reasonable and necessary measures to safeguard the
Traffic Documents as of the time of receipt and thereafter. ASA will maintain
the Traffic Documents in accordance with mutually agreed upon security
procedures and facilities. ASA is responsible for all risk of loss, misuse,
misappropriation, and theft of Traffic Documents as of the time ASA takes
possession of the Traffic Documents.
H. Denied Boarding Compensation Vouchers.
Delta will use its best efforts to observe ASA's rules and regulations
regarding procedures for denied boarding. ASA is responsible for notifying Delta
of ASA's denied boarding rules and immediately notifying Delta of all changes to
such rules. Delta is not responsible for, and ASA will indemnify Delta for, any
claims, damages, or liabilities which result from ASA's failure to give such
notice, from Delta's payment, failure to pay, or incorrect payment of denied
boarding compensation, or from Delta's failure to adhere to ASA's denied
boarding
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compensation rules. Delta shall use ASA denied boarding compensation vouchers
which will be provided to Delta by ASA, at ASA's expense, and Delta is hereby
expressly authorized to issue ASA denied boarding compensation vouchers on ASA's
behalf.
I. Refund Vouchers.
1. Delta will use Delta refund vouchers for refunds for all
transactions handled by Delta involving ASA.
2. ASA will use ASA refund vouchers for all transactions hereunder,
other than credit card sales refunds. ASA will use Delta credit card refund
vouchers for credit card sales refunds and will comply with Delta's rules and
regulations for handling and processing such refunds. Delta will supply ASA with
an appropriate supply of credit card refund vouchers.
J. Inconvenienced Passengers.
Delta is authorized, but not obligated, to undertake on behalf of ASA
the following actions, to execute the following documents, and otherwise to take
all reasonable measures in Delta's sole discretion, to accommodate ASA
passengers who may be inconvenienced as result of any action or inaction taken
by ASA,
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any action or inaction taken by Delta while acting on ASA's behalf, or as result
of any happening or occurrence which is beyond the control of either ASA or
Delta:
1. Expense Vouchers - ASA shall provide Delta, at ASA's expense, with
ASA expense vouchers which Delta is authorized to issue on ASA's behalf to ASA
customers who incur ground transportation, hotel, meal or other similar expenses
as a result of an ASA flight cancellation, diversion, delay, or similar
incident. ASA will promptly provide Delta with instructions for issuing such
expense vouchers.
2. Expense Checks - Delta may issue Delta's expense checks to ASA
customers in accordance with the rules and regulations established by ASA and
provided to Delta by ASA. Delta will periodically invoice ASA for the amounts
involved in such expense checks.
3. Petty Cash Disbursements - Delta may make petty cash disbursements
to ASA customers in accordance with the rules and regulations established by ASA
and provided to Delta by ASA. Delta will periodically invoice ASA for the
amounts involved in such petty cash disbursements.
4. ASA Swift and Baggage Forwarding Expenses - Delta may
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contract on ASA's behalf to have ASA customers' baggage and ASA Swift packages
forwarded to their appropriate destination in the event that either is detained,
delayed, misshipped, or not shipped. Delta may either incur such expenses itself
and be reimbursed by ASA, or arrange for ASA to be invoiced directly.
ARTICLE 7. TERM.
A. This Agreement is effective on the date first written above and will
continue thereafter until August 9, 1994 unless terminated by either party on
not less than one-hundred, eighty (180) days' advance written notice.
B. Either party may terminate this Agreement immediately if the other
party files a voluntary petition in bankruptcy, makes and assignment for the
benefit of creditors of all or substantially all of its assets, fails to secure
dismissal of any involuntary petition in bankruptcy within sixty (60) days after
the filing thereof, or petitions for reorganization, liquidation, or dissolution
under any federal or state bankruptcy law or similar law, or if any such actions
are imminent.
C. Delta may, in Delta's sole discretion, terminate the Agreement if ASA
agrees to merge into or with any entity, agrees to be acquired by any entity, or
enters into a letter of intent either to merge into or with any entity or to be
acquired by any
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entity; provided, the foregoing shall not apply if ASA is the acquiring or
surviving entity.
D. Termination of this Agreement for any reason shall not relieve either
party of rights or obligations incurred prior to the effective date of
termination.
ARTICLE 8. FEES AND CHARGES.
A. Unless otherwise agreed to by the parties in writing, ASA will pay all
fees, rentals, charges, costs, and other expenses in any way connected with or
related to this Agreement or ASA's operations including but not limited to
terminal fees and rentals, landing fees, and other airport charges, unless
Delta has expressly agreed herein to pay for such fees, charges, costs,
rentals, or other expenses. ASA agrees that notice of any such fees, rentals,
charges, costs, other expenses, taxes, fees, and assessments may be served
directly on ASA.
B. Effective May 1, 1984, ASA will pay Delta [* ]per month for costs
and expenses incurred by Delta at locations of Scheduled Airlines Traffic
Office, Inc. involving ASA transportation. The parties will [*
], to account
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for schedule and reroute changes and for increased or decreased costs and
expenses incurred by Delta.
C. ASA will reimburse Delta and otherwise pay for all taxes, fees, and
other assessments (other than income taxes on the net income of Delta) which are
imposed by any governmental or administrative entity and which are connected
with this Agreement or any services, materials, goods, or other benefits
furnished hereunder.
D. Delta will periodically invoice ASA for any amounts due under this
Agreement, and ASA will pay all such invoices within ten (10) days of receipt.
ARTICLE 9. LIABILITY PROVISIONS.
A. ASA shall be liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless Delta, its directors, officers,
employees, and agents from and against any and all claims, demands, damages,
liabilities, actions, causes of actions, losses, costs, and expenses or any
nature whatsoever (including investigation and witness costs and expenses and
attorneys' fees and expenses)in any manner arising out of, connected with, or
attributable to this Agreement, the
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performance, improper performance, or non-performance of any and all services to
be undertaken by ASA pursuant to this Agreement, the loss, theft, use, or
issuance of Traffic Documents, or the operation, non-operation, or improper
operation of ASA's aircraft, equipment, or facilities at any location, excluding
only claims, demands, damages, liabilities, actions, causes of action, losses,
costs, and expenses resulting from the gross negligence or willful misconduct of
Delta, its directors, officers, agents, or employees. ASA will do all things
necessary to cause and assure, and will cause and assure, that ASA will at all
times be and remain in custody and control of any aircraft, equipment, and
facilities of ASA, and Delta, its directors, officers, employees, and agents
shall not for any reason, be deemed to be in the custody or control, or a
bailee, of ASA's aircraft, equipment, or facilities.
B. Delta shall be liable for and hereby agrees fully to defend, release,
discharge, indemnify, and hold harmless ASA, its directors, officers, employees,
and agents from and against any and all claims, demands, damages, liabilities,
actions, causes of actions, losses, costs, and expenses or any nature whatsoever
(including investigation and witness costs and expenses and attorneys' fees and
expenses) in any manner arising out of, connected with, or attributable to this
Agreement, the
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performance, improper performance, or non performance of any and all services to
be undertaken by Delta pursuant to this Agreement, or the operation,
non-operation, or improper operation of Delta's aircraft, equipment, or
facilities at any location, excluding only claims, demands, damages,
liabilities, actions, causes of action, losses, costs, and expenses resulting
from the gross negligence or willful misconduct of ASA, its directors, officers,
agents, or employees. Delta will do all things necessary to cause and assure,
and will cause and assure, that Delta will at all times be and remain in custody
and control of any aircraft, equipment, and facilities of Delta, and ASA, its
directors, officers, employees, and agents shall not, for any reason, be deemed
to be in the custody or control, or a bailee, of Delta's aircraft, equipment, or
facilities.
C. ASA and Delta agree to comply with all rules, regulations, directives,
and similar instructions of appropriate governmental, judicial, and
administrative entities, including but not limited to airport authorities, the
Federal Aviation Administration, and the Civil Aeronautics Board (and its
successor agencies).
D. OTHER THAN ANY WARRANTIES SPECIFICALLY CONTAINED IN THIS AGREEMENT,
DELTA DISCLAIMS AND ASA HEREBY WAIVES ANY WARRANTIES, EXPRESS OR IMPLIED, ORAL
OR WRITTEN, INCLUDING BUT NOT LIMITED TO
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ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE RELATING TO ANY
EQUIPMENT, DATA INFORMATION, OR SERVICES FURNISHED HEREUNDER. ASA AGREES THAT
DELTA IS NOT LIABLE TO ASA OR ANY OTHER PERSONS FOR CONSEQUENTIAL, PUNITIVE, OR
SPECIAL DAMAGES UNDER ANY CIRCUMSTANCES IN CONNECTION WITH MATTERS ARISING OUT
OF THIS AGREEMENT.
ARTICLE 10. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE PROVISIONS.
A. The employees, agents, and independent contractors of Delta are the
employees, agents, and independent contractors of Delta for all purposes, and
shall under no circumstances be deemed to be, or shall be, employees, agents, or
independent contractors of ASA.
B. The employees, agents, and independent contractors of ASA are the
employees, agents, and independent contractors of ASA are the employees, agents,
and independent contractors of ASA for all purposes and under no circumstances
shall be deemed to be, or shall be, the employees, agents, or independent
contractors of Delta.
C. Each party assumes full responsibility for any and all
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liability to its own employees on account of injury, or death resulting
therefrom, sustained in the course of their employment. Each party, with respect
to its own employees, accepts full and exclusive liability for the payment of
Worker's Compensation or Employer's Liability for insurance premiums with
respect to such employees, and for the payment of all taxes, contributions or
other payments for unemployment compensation or old age benefits, pensions,
annuities, or other similar benefits now or hereafter imposed upon employers by
any government or agency thereof having jurisdiction in respect of such employee
measured by the wages, salaries, compensation or other remuneration paid to such
employees; each party also agrees to make such payments and to make and file all
reports and returns and to do everything necessary to comply with the laws
imposing such taxes, contributions, or payments.
ARTICLE 11. INSURANCE PROVISIONS.
A. ASA shall procure and maintain in full force and effect during the
term of this Agreement policies of insurance of the types of coverage in the
minimum amounts in companies and under terms and conditions satisfactory to
Delta as follows:
1. All risk hull insurance on an agreed value basis, not
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to exceed replacement value.
2. Comprehensive general liability (premises, products, completed
operations and contractual) covering personal and bodily injury and property
damage in the amount not less than [* ] per occurrence.
3. Worker's compensation for statutory limits per accident.
4. Employer's liability in an amount not less than [* ] per
accident.
5. Baggage liability in an amount not less than [* ] per
occurrence.
6. Cargo liability in an amount not less than [* ] per loss,
casualty or disaster.
7. Automobile liability of not less than [* ].
B. ASA shall cause the policies of insurance described in this Agreement
to be duly and properly endorsed by ASA's insurance underwriters as follows:
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1. As to policies of insurance described in Article 11(A)(1), (A)(2),
(A)(3), (A)(4), (A)(5), A)(6) and (A)(7): (a) to provide that any waiver of
rights of subrogation against other parties by ASA will not affect the coverage
provided hereunder with respect to Delta; and (b) to provide that ASA's
underwriters shall waive all subrogation rights arising out of this Agreement
against Delta, its directors, officers, employees and agents without regard to
any breach of warranty on the part of ASA.
2. As to policies of insurance described in Article 11 (A)(2),
(A)(5), (A)(6), and (A)(7): (a) to provide that Delta, its directors, officers,
employees and agents shall be endorsed as named insured parties thereunder; and
(b) to provide that said insurance shall be primary insurance.
3. As to policies of insurance described in Article 11(A)(2): (a) to
provide a cross-liability clause as though separate policies were issued for
Delta and ASA and their respective directors, officers, employees and agents;
and (b) to provide contractual liability insurance coverage for liability
assumed by ASA under this Agreement.
4. As to any insurance obtained from foreign underwriters, to provide
that Delta may maintain against said underwriters a
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direct action in the United States upon said insurance policies and to this end
provide a standard service of suit clause designating a United States attorney
in Washington, D.C., or New York, New York.
5. All insurance policies shall provide that the insurance shall not
be invalidated by any action or inaction of ASA.
C. ASA shall cause each of the insurance policies to be duly and properly
endorsed to provide that said policy or policies or any part or parts thereof
shall not be cancelled, terminated or materially altered, changed or amended by
ASA's insurance underwriters, until after sixty (60) days' written notice to
Delta which sixty (60) day's notice shall commence to run from the date such
notice is actually received by Delta.
D. Not later than the effective date of this Agreement, and from time to
time thereafter upon request by Delta, ASA shall furnish Delta evidence
satisfactory to Delta of the aforesaid insurance coverages and endorsements,
including certificates certifying that the aforesaid insurance policy or
policies with the aforesaid limits are duly and properly endorsed as aforesaid
and are in full force and effect. Initially, this evidence shall be certificates
of the policies required hereunder.
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E. In the event ASA fails to maintain in full force and effect any of the
insurance and endorsements, Delta shall have the right (but not the obligation)
to procure and maintain such insurance or any part thereof. The cost of such
insurance shall be payable by ASA to Delta upon demand by Delta. The procurement
of such insurance or any part thereof by Delta does not discharge or excuse
ASA's obligation to comply with the provisions set out herein. ASA agrees not to
cancel, terminate or materially alter, change or amend any of the policies until
after providing sixty (60) days' advance written notice to Delta of ASA's intent
to so cancel, terminate or materially alter, change or amend said policies of
insurance, which sixty (60) days notice period shall commence to run from the
date notice is actually received by Delta.
F. During the effectiveness of this Agreement, ASA agrees to maintain on
deposit with the Department of Transportation a signed counterpart of the
interim "Montreal Agreement" (Agreement CAB 18900) which has the effect of
increasing the limits of liability under the Warsaw Convention to seventy-five
thousand dollars ($75,000.00). ASA further agrees to be bound by Agreement CAB
18900 and any subsequent amendment thereto or any subsequent order of the
Department of Transportation or protocol
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ratified by the United States Government which related to and modifies the limit
of liability under the Warsaw Convention.
G. With respect to all personal and property claims against ASA but not
against Delta, whether or not covered by the insurance policies set forth in
this Article or otherwise, Delta is responsible only for filing an initial
report and has no other obligations with respect to such claims, and ASA is
fully responsible for handling all adjustments, settlements, negotiations,
litigation, and similar activities in any way related to or connected with such
claims.
H. The parties hereby agree that from time to time during the
effectiveness of this Agreement, Delta may require ASA to have and maintain
amounts of insurance coverages in excess of the minimum amounts set forth should
the circumstances and conditions of ASA's operations under this Agreement be
deemed, in Delta's sole discretion, to require reasonable increases in any or
all of the foregoing minimum insurance coverages.
ARTICLE 12. OPERATIONS OF ASA AS A DELTA CONNECTION CARRIER.
Nothing in this Agreement confers any rights for either party: (1) to restrict
the other party's ability to maintain or change rates, fares, tariffs, markets,
schedules, equipment, services,
-25-
<PAGE> 27
distribution and marketing methods, competitive strategies, or similar matters;
(2) to engage in vigorous and full competition with other entities; or (3) to do
business, or choose not to do business, with other entities. Notwithstanding the
foregoing, ASA acknowledges and agrees that participation in the Delta
Connection program obligates ASA to offer and maintain a quality and
professional level of service in terms of schedules, customer service, and the
like. Accordingly, not less than once each year of this Agreement, the parties
will: (a) meet to review and discuss the services, operations, and plans of ASA
as a Delta Connection Carrier; and (b) jointly develop a written business plan
for the operations and services of ASA. ASA will comply with said business plan
and all reasonable recommendations of Delta in this area.
ARTICLE 13. CONTRACT INTERPRETATION.
A. This Agreement is subject to, and will be interpreted in accordance
with, the laws of the Unites States and more specifically, the laws of the State
of Georgia.
B. The captions in this Agreement are for convenience only, confer no
rights or obligations on either party, and do not alter any terms of this
Agreement.
-26-
<PAGE> 28
C. Time is of the essence in this Agreement.
D. The terms and conditions enumerated in this Agreement constitute the
entire agreement between the parties and supersede those of any previous
agreement or communications with respect to the subject matter hereof, including
without limitation the Delta Connection Agreement between the parties dated
August 6, 1984, as amended on October 5, 1985.
E. If any provision of this Agreement is rendered inoperative, void, or
illegal by operation of law or otherwise, the other and remaining provisions
contained in this Agreement will remain in full force and effect.
ARTICLE 15. NOTICES.
A. All notices or other communications required or called for hereunder
must be in writing and will be deemed to have been duly served if sent by United
States mail or telegraph, postage prepaid.
B. Notices and communications to be served by ASA on Delta shall be sent
to:
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<PAGE> 29
Mr. W. Whitley Hawkins
Senior Vice President-Marketing
Delta Air Lines, Inc.
Hartsfield Atlanta International Airport
Atlanta, Georgia 30320
C. Notices and communications to be served by Delta on ASA
shall be sent to:
Mr. John Beiser
Senior Vice President-Sales and Service
Atlantic Southeast Airlines, Inc.
General Office
1688 Phoenix Parkway
Atlanta, Georgia 30349
ARTICLE 16. ASSIGNMENT.
Neither party may assign or transfer this Agreement or any portion of it to any
entity without the express written consent of the other party. If this Agreement
is assigned or transferred, by operation of law or otherwise, without such
consent, the non-assigned or non-transferring party may immediately terminate
this Agreement and the assigning or transferring party will be liable, without
limitation, for all outstanding obligations and liabilities of or made by the
assigning or transferring party and the assignee, attempted assignee,
transferee, or attempted transferee.
* * *
-28-
<PAGE> 30
IN WITNESS WHEREOF, the parties have executed this Agreement by their
undersigned duly authorized representatives:
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
BY:/s/ John Beiser BY:/s/ W. Whitley Hawkins
------------------------ ----------------------
John Beiser W. Whitley Hawkins
Senior Vice President - Senior Vice President-
Sales and Service Marketing
-29-
<PAGE> 1
Confidential Treatment requested by ASA Holdings, Inc., File No. 333-13071
EXHIBIT 10(b)
Confidential treatment has been applied
for with respect to certain provisions
of this Exhibit, which provisions have
been omitted from this Exhibit, marked
with an asterisk [*] and filed separately
with the SEC
<PAGE> 2
[Delta Air Lines Letterhead]
February 19, 1987
Mr. John Beiser
Senior Vice President - Sales and Service
Atlantic Southeast Airlines, Inc.
General Offices
1688 Phoenix Parkway
College Park, Georgia 30349
RE: Delta Connection Agreement
Dear John:
Our July 1, 1986 Delta Connection Agreement provides that ASA will reimburse
Delta at Delta's applicable [* ] when billing for sales by
travel agents.
In conjunction with our Delta [* ]to the Orient, Delta
will pay a [* ] commission to travel agencies and others ticketing such
packages. While we want to offer these package tours on the services of ASA, we
are willing to allow ASA to reimburse us for [* ].
Accordingly, this letter confirms that, notwithstanding Article 3(B) of our
Delta Connection Agreement; ASA will reimburse Delta at an [* ] for the
ASA portion of the applicable ticket for Delta [* ] to the Orient,
[* ].
Payment of said amount will not otherwise affect the interline settlement or
processing of tickets between our companies, as set forth in Article 3(A) of the
Delta Connection Agreement.
If this is acceptable, please sign in the space provided below and return one
copy of this letter to me.
Very truly yours,
/s/ W. Whitley Hawkins
-------------------------------
W. Whitley Hawkins
Senior Vice President-Marketing
Agreed to and accepted by
Atlantic Southeast Airlines, Inc.
By: /s/ John W. Beiser
--------------------------------------
Title: Senior Vice President-Sales & Services
<PAGE> 1
Confidential Treatment requested by ASA Holdings, Inc., File No. 333-13701
EXHIBIT 10(c)
Confidential treatment has been applied
for with respect to certain provisions
of this Exhibit, which provisions have
been omitted from this Exhibit, marked
with an asterisk [*] and filed separately
with the SEC
<PAGE> 2
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
This Amendment ("Amendment"), dated this 17th day of December, 1987,
amends the Delta Connection Agreement dated July 1, 1986, ("Agreement") between
Delta Air Lines, Inc. ("Delta"), whose principal office is located at
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320 and Atlantic
Southeast Airlines, Inc. ("ASA") whose principal office is located at 1688
Phoenix Parkway, College Park, Georgia 30349.
WHEREAS, Delta and ASA have entered into a Delta Connection Agreement
and now wish to amend that Agreement;
NOW, THEREFORE, Delta and ASA agree as follows:
1. This Amendment amends the above-referenced Agreement and,
except as expressly modified hereby, the Agreement shall remain in full force
and effect and shall govern the performance, obligations and remedies of the
parties.
2. The following provision is added as Article 3(C)(1) of the
Agreement:
In a flight operated by Delta is shown on any leg in the
itinerary of any traffic document issued and sold at any ASA
office, Delta will reimburse ASA for [* ]
associated with such traffic documents and tickets; provided,
ASA has conformed with Delta's [* ]
ASA hereby assigns to Delta its rights to recover any
amounts due based on the [* ] described herein,
once it has [* ], and authorizes
Delta to take whatever actions it may deem necessary to recover
the monies owed.
IN WITNESS WHEREOF, the parties have executed this Amendment by their
undersigned duly authorized representatives.
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: /s/ John W. Beiser By: /s/ W. Whitley Hawkins
--------------------- ----------------------
Senior Vice President W. Whitney Hawkins
Title: Sales and Service Senior Vice President
--------------------- Marketing
<PAGE> 1
Confidential Treatment requested by ASA Holdings, Inc., File No. 333-13071
EXHIBIT 10(d)
Confidential treatment has been applied
for with respect to certain provisions
of this Exhibit, which provisions have
been omitted from this Exhibit, marked
with an asterisk [*] and filed separately
with the SEC
<PAGE> 2
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
This Amendment ("Amendment") effective 01 day of July, 1988, amends
the Delta Connection Agreement ("Agreement") between Delta Air Lines, Inc.
("Delta"), Hartsfield Atlanta International Airport, Atlanta, Georgia 30320 and
Atlantic Southeast Airlines, Inc. ("ASA"), 1688 Phoenix Parkway, College Park,
Georgia 30349.
This Amendment amends the above-referenced Agreement, and except as
expressly modified hereby the Agreement shall remain in full force and effect
and shall govern the performance, obligations and remedies of the parties.
Delta and ASA hereby amend the Agreement as follows:
Article 3 is hereby amended to add the following as Paragraph D:
D. ASA will pay Delta for all amounts paid by Delta to [*
] attributable to passengers booked on
ASA flights who do not [* ]. For purposes of computing
the amount of this payment, the number of ASA passengers who do not
[* ] in a given month will be divided by the
total number of ASA passengers, and the quotient will be multiplied
times the amount of the payment made to each [* ] for the
applicable month. Payments due hereunder are applicable only to those
[* ] which now or in the future provide Delta with a
breakdown of ASA passengers booked.
This Amendment is effective on the date first written above and shall
remain in effect until the Agreement is terminated.
The terms as defined in this Agreement shall have the same meaning as
in this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment by their
undersigned duly authorized representatives.
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: /s/ John W. Beiser By: /s/ W. Whitley Hawkins
--------------------- -----------------------
Senior Vice President W. Whitney Hawkins
Title: Sales and Service Senior Vice President -
--------------------- Marketing
<PAGE> 1
EXHIBIT 10(e)
<PAGE> 2
[Delta Air Lines Letterhead]
AMENDMENT TO THE DELTA CONNECTION AGREEMENT
This Amendment ("Amendment") dated this 4th day of March, 1992, amends
the Delta Connection Agreement ("Agreement") dated July 1, 1986, effective
January 1, 1992, between Delta Air Lines, Inc. ("Delta"), whose principal
office is located at Hartsfield Atlanta International Airport, Atlanta, Georgia
30320 and Atlantic Southeast Airlines, Inc. ("ASA"), whose principal office is
located at 1688 Phoenix Parkway, College Park, Georgia 30349.
WHEREAS, Delta and ASA have entered into a Delta Connection Agreement
and now wish to amend that Agreement;
NOW, THEREFORE, Delta and ASA agree as follows:
1. This Amendment amends the above-referenced agreement and,
except as expressly modified hereby, the Agreement shall remain in full force
and effect and shall govern the performance, obligations and remedies of the
parties.
2. The following provision replaces Article 3(A) of the
Agreement:
Subject to the provisions of Article 6(F) of this agreement,
ASA will price and process all passenger air transportation and
air freight billings involving Delta through the Airlines
Clearing House ("ACH") in accordance with the procedures set
forth from time to time in the ACH Manual of Procedure (the
"Manual") or as set forth by Delta after 30 days written
notification and consultation with ASA. Without limiting the
generality of the foregoing, unless otherwise agreed to by the
parties in writing, all Delta flight coupons of source type 010
(Lifts) and 020 (Exchanges) issued by ASA and all flight
coupons of source type 010 and 020 issued or validated on Delta
authorized by ASA, will be priced in accordance with the
procedures set forth in the ACH sampling procedures (the
"sampling procedures") outlined in Section D of the Manual. Any
deviation from the sampling procedures shall be agreed to in
writing by the parties.
IN WITNESS WHEREOF, the parties have executed this amendment by their
undersigned duly authorized representatives.
ATLANTIC SOUTHEAST AIRLINES, INC. DELTA AIR LINES, INC.
By: /s/ John W. Beiser By: /s/ Russ Gariota
--------------------- ----------------------------
John W. Beiser Russ Gariota
Senior Vice President Assistant Vice President
Sales and Service Sales and Marketing Programs
<PAGE> 1
EXHIBIT 10(f)
<PAGE> 2
AMENDMENT TO
CONNECTION CARRIER AGREEMENT
THIS AMENDMENT (the "Amendment"), dated as of August 1, 1994, between
DELTA AIR LINES, INC., having its principal place of business located at
Hartsfield Atlanta International Airport, Atlanta, Georgia 30320-6001
("Delta"), and ATLANTIC SOUTHEAST AIRLINES, INC., having its principal place of
business located at 100 Hartsfield Center, Suite 800, Atlanta, Georgia
30354-1356 ("ASA").
W I T N E S E T H:
WHEREAS, Delta and ASA are parties to a certain Delta Connection
Agreement, dated and effective July 1, 1986, as amended by amendments dated
February 19, 1987, December 17, 1987, July 1, 1988 and March 4, 1992 (the Delta
Connection Agreement, as so amended, is hereafter referred to as the
"Agreement"); and
WHEREAS, the Agreement will expire by its terms on August 9, 1994; and
WHEREAS, Delta and ASA desire to extend the term of the Agreement as
provided herein;
NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
amend the Agreement as follows:
1. Extension of Term. The fixed term of the Agreement is hereby
extended until December 31, 1994. Thereafter, the Agreement shall continue in
full force and effect until terminated by either party on thirty (30) days'
advance written notice to the other party or earlier terminated in accordance
with the provisions of Article 7.
2. No Further Amendment. Except as amended hereby, the Agreement
shall remain in full force and effect in accordance with its terms.
3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized representatives as of the day and year
first above written.
DELTA AIR LINES, INC.
By: /s/ Robert W. Coggin
------------------------------------
Robert W. Coggin
Senior Vice President-Marketing
ATLANTIC SOUTHEAST AIRLINES, INC.
By: /s/ John Beiser
------------------------------------
John Beiser
President
2
