EXHIBIT 10.8(a)
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS
DOCUMENT.
June 9, 2000
Ed West
Delta Air Lines, Inc.
1030 Delta Boulevard
Atlanta, GA 30320
Re: Amendment Number One to Delta Connection Agreement (the
"Delta Connection Agreement") dated September 9, 1999 Between
Delta Air Lines, Inc., Atlantic Coast Airlines Holdings, Inc. and
Atlantic Coast Jet, Inc.
Dear Ed:
This Letter, when countersigned by Delta Air Lines, Inc., will
constitute an amendment to the Delta Connection Agreement.
Defined terms as used herein and not otherwise defined will be as
defined in the Delta Connection Agreement.
1. Amendments to the Delta Connection Agreement
a. Article 1.A of the Delta Connection Agreement is hereby
amended by deleting the word and number "twenty-five (25)" from
the eighth line therein and replacing such word and number with
"thirty (30).
b. Article 17.B of the Delta Connection Agreement is hereby
amended by deleting the second paragraph and replacing it with
the following:
With respect to the 55 Conditional Dorniers, Operator may amend
its order for Dornier Regional Jets by changing the status of any
number of these aircraft from conditionally ordered aircraft, to
option aircraft, back to conditionally ordered aircraft, or to
firm ordered aircraft. Regardless of this status, these 55
aircraft will be reserved for operation as United Express.
c. Exhibit A to the Delta Connection Agreement is hereby amended
and restated in full to read as per the form of Exhibit A
attached hereto.
2. Conditions Precedent The increase in the number of Dornier
328 regional jet aircraft to be operated by Atlantic Coast Jet,
Inc. pursuant to the Delta Connection Agreement from 25 aircraft
to 30 aircraft is subject to: (i) Operator's entering into final
agreements with the manufacturer of said aircraft on terms
substantially similar to terms for aircraft previously ordered;
(ii) Operator's obtaining approval from its Board of Directors
for the order of said additional aircraft; and, (iii) approval by
the Board of Directors of Delta Connection, Inc., all of which
Operator, or Delta, as applicable, endeavor to obtain promptly
upon Delta's acceptance of the terms hereof.
3. Other Terms and Conditions Except as specifically stated
above, all other terms and conditions of the Delta Connection
Agreement remain in full force and effect.
Please confirm the concurrence of Delta Air Lines, Inc. to the
foregoing by signing below.
Very truly yours,
Atlantic Coast Airlines Holdings, Inc.
Atlantic Coast Jet, Inc.
/s/
Thomas J. Moore,
President
Agreed and Accepted:
Delta Air Lines, Inc.
/s/
By: Ed West
Dated: June 29, 2000
EXHIBIT A
(Revised as per Amendment Number One to the Delta Connection
Agreement)
The Aircraft
No. of Aircraft Scheduled
Aircraft Type Delivery Date
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
{***] [***] [***]
{***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
[***] [***] [***]
February 6, 2001
David Siebenburgen, President & CEO
Delta Connection Inc.
P. O. Box 75317
Cincinnati, OH 45275
859-767-1501
FAX 859767-2968
Re: Amendment Number Two to Delta Connection Agreement (the
"Delta Connection Agreement") dated September 9, 1999 Between
Delta Air Lines, Inc., Atlantic Coast Airlines Holdings, Inc. and
Atlantic Coast Jet, Inc.
Dear Dave:
This letter, when countersigned by you, will constitute an
amendment to the Delta Connection Agreement. Capitalized terms
used herein and not otherwise defined will be as defined in the
Delta Connection Agreement.
1. Payments for Prior Operations
A. [***], as defined in the Delta Connection Agreement, for
periods after December 31, 2000.
B. If the Delta Connection Agreement is terminated by Delta
pursuant to
Section 11.E of the Delta Connection Agreement, or by ACA
pursuant to Section 11.B or C of the Delta Connection Agreement,
[***], Delta will [***] within [***]. In the event that the
Delta Connection Agreement [***].
C. As payment in full for the [***] portion of Base Compensation
pursuant to Article 3 of the Delta Connection Agreement and [***]
for the period set forth in subparagraph 1.D below, [***] within
five (5) business days of the signing of this Amendment.
D. The parties acknowledge and agree that [***] under the terms
of Delta Connection Agreement [***]. The parties further agree
that [***].
2. Canadair Regional Jet Aircraft - Canadair Regional Jet
("CRJ") aircraft shall no longer be included under the Delta
Connection Agreement, and existing CRJs will be removed from
operations, as provided herein.
A. Effective as of January 1, 2001, the twenty CRJs designated
in the Delta Connection Agreement as Aircraft pursuant to Article
1 and Exhibit A thereof shall no longer be considered as
Aircraft, except for the transition of four previously delivered
CRJs as provided below. The twenty CRJs removed from the Delta
Connection Agreement shall not be replaced with other aircraft.
B. With respect to four CRJs which are currently operated by ACA
under the Delta Connection Agreement, (the "Four CRJs"), the
following shall apply:
1. The Four CRJs will continue to be Aircraft, operated pursuant
to the Delta Connection Agreement, until such dates (the "Removal
Dates") provided herein. The Removal Dates will be determined by
Delta at its sole discretion, except as provided below. [***]
the Removal Dates, unless otherwise agreed [***]. The Removal
Dates will [***]; provided, however, [***] the Removal Date
[***] the Four CRJs [***]).
2. [***] the Four CRJs [***]. If any of the Four CRJs [***];
provided, however, that in the event that any of the Four CRJs
[***] the Removal Date(s), [***]. For the purposes hereof,
[***].
C. Except as set forth in Subparagraph 2.B hereof, Delta shall
have no further rights or obligations with respect to the
Operator's and its affiliates' CRJs, whether presently being
operated, on firm order, on option, or subsequently ordered.
Accordingly, [***] in the event that the Delta Connection is
terminated by Delta pursuant to Paragraph 11.E. of the Delta
Connection Agreement.
3. Resolution of Contract Issues - The parties acknowledge that
[***]. With respect to these [***] contained in Amendment Number
One and this Amendment Number Two. Additionally, [***].
4. [***] - Beginning [***] and [***]. For purposes of this
section, "[***]" shall mean [***] (by way of example, [***]);
provided, however, [***], (including, without limitation, [***]).
5. [***] - For the period beginning [***], (e.g.[***]), [***] of
the Delta Connection Agreement.
6. Operator's Corporate Structure/Operating Certificates Delta
hereby consents to Operator's Delta Connection operations being
assumed and combined with those of Operator's affiliate,
Atlantic Coast Airlines (the "Combination"). Timing and
finalization of the Combination will be subject to regulatory and
other approvals and establishment of an operational transition
period satisfactory to the FAA, the DOT, Delta, and Atlantic
Coast Airlines. Upon successful completion of the Combination,
Atlantic Coast Airlines will become the Operator under the Delta
Connection Agreement, and will have all rights and obligations in
connection therewith, and the parties agree to work in good faith
to amend the Delta Connection Agreement as appropriate. [***].
In the event that (i) the Delta Connection Agreement is
terminated by Delta pursuant to Section 11.E and [***].
Notwithstanding the above, in the event that the [***]; provided,
however, [***]. The parties further agree that [***].
[***] pursuant to Section 11.E. of the Delta Connection Agreement
[***].
7. Certain Notice Periods The parties hereby agree that in the
event that [***] pursuant to Section 11.E. of the Delta
Connection Agreement, [***].
8. Other Terms of the Delta Connection Agreement Except as
specifically stated herein, all other terms and conditions of the
Delta Connection Agreement, as amended by Amendment Number One,
shall remain in full force and effect.
Please confirm the concurrence of Delta Air Lines, Inc. to the
foregoing by signing below.
Very truly yours,
Atlantic Coast Airlines Holdings, Inc.
Atlantic Coast Jet, Inc.
/s/
Richard J. Surratt,
Senior Vice President & Chief Financial Officer
Agreed and Accepted:
Delta Air Lines, Inc.
/s/
By:
David Siebenburgen,
President, Delta Connection, Inc.
on behalf of Delta Air Lines, Inc.
Dated: February 6, 2001
January 24, 2002
J.T. Fisher
Chief Financial Officer
Delta Connection Inc.
Department 830
P.O. Box 20706
Atlanta, GA 30320-6001
Re: Amendment Number Three to Delta Connection Agreement dated
September 9, 1999 between Delta Air Lines, Inc., Atlantic Coast
Airlines Holdings, Inc. and Atlantic Coast Airlines, as amended
by Amendment Number One dated June 27, 2000 and Amendment Number
Two dated February 6, 2001 (said agreement as amended, the "Delta
Connection Agreement")
Dear J.T.:
This letter, when countersigned by you, will constitute an
amendment to the Delta Connection Agreement. Capitalized terms
used herein and not otherwise defined will be as defined in the
Delta Connection Agreement.
1. Amendments to the Delta Connection Agreement
A. Article 1 of the Delta Connection Agreement is hereby amended
by adding a new Article 1.D. as follows:
D. International Code Share Arrangements. When requested by
Delta and to the extent it is reasonably able to do so, ACA
agrees to enter into code share arrangements with non-U.S.
carriers with which Delta has a code share arrangement, to seek
approval for same, and to operate Aircraft under said code share
arrangement, provided that [***] Cost Recovery Amount. The terms
of such code share arrangement shall reflect the roles and
obligations of ACA and Delta under this Agreement, including
Delta's role with respect to control of scheduling, seat
inventory, revenue management, and passenger and aircraft
handling and [***].
B. Article 2 of the Delta Connection Agreement is hereby amended
by adding a new Article 2.E. as follows:
E. Notwithstanding the terms of Article 2.A. through 2.D of this
Agreement and any other terms of this Agreement, [***].
3. Other Terms and Conditions Except as specifically stated
above, all other terms and conditions of the Delta Connection
Agreement, as amended, remain in full force and effect.
Please provide the concurrence of Delta Air Lines, Inc. to the
foregoing by signing below.
Very truly yours,
/s/
Richard J. Surratt,
Executive Vice President & Chief Financial Officer
Atlantic Coast Airlines Holdings, Inc.
Atlantic Coast Airlines
Agreed and Accepted:
Delta Air Lines, Inc.
/s/
By: J.T. Fischer
Chief Financial Officer
Delta Connection Inc.
Delta Air Lines, Inc.
Dated: January 29, 2002
January 10, 2003
J.T. Fisher
Chief Financial Officer
Delta Connection Inc.
Department 830
P.O. Box 20706
Atlanta, GA 30320-6001
Re: Amendment Number Four to the Delta Connection Agreement
dated September 9, 1999 between Delta Air Lines, Inc., Atlantic
Coast Airlines Holdings, Inc. and Atlantic Coast Airlines, as
amended by Amendment Number One dated June 27, 2000, Amendment
Number Two dated February 6, 2001, and Amendment Number Three
dated January 24, 2002 (said agreement as amended, the "Delta
Connection Agreement")
Dear J.T.:
This letter, when countersigned by you, will constitute an
amendment to the Delta Connection Agreement. Capitalized terms
used herein and not otherwise defined will be as defined in the
Delta Connection Agreement.
1. Amendments to the Delta Connection Agreement
A. Relinquishment By Delta of Claims to Atlantic Coast Jet, Inc.
and Related Assets. Except as expressly provided in Article 1.B
below, Delta, for good and fair consideration, hereby
relinquishes any rights, claims, or interests it may have, [***],
or otherwise, to acquire Atlantic Coast Jet, LLC, a Delaware
limited liability company formerly known as Atlantic Coast Jet,
Inc. ("ACJet"), and/or to acquire (or obtain an interest in) any
of the assets, rights or liabilities of ACJet, including without
limitation the Operating Certificates issued to ACJet by the FAA
and the DOT, ACJet's two letter designator code ("DD"), and all
supporting documents associated with the Operating Certificates,
including without limitation the operations specifications,
maintenance manuals, training manuals and operational manuals
(collectively the "Certificate Documents"). Except as expressly
provided in Article 1.C below, Delta hereby further relinquishes
any claim or right to receive compensation in lieu of receipt of
any of the above. ACA and its successors [***] shall have [***],
as well as the [***], and shall have the [***], as well as the
[***], each subject to the terms and conditions of the Delta
Connection Agreement, [***].
B. Transfer of Operating Manuals and Programs with Respect to
the Aircraft Under Certain Conditions. The second, third and
fourth paragraphs of Article 6 of Amendment Number Two to the
Delta Connection Agreement dated February 6, 2001 are hereby
deleted from the Delta Connection Agreement and are of no further
force and effect. In lieu thereof, the following terms shall
apply:
a. In the event that (i) the Delta Connection Agreement is
terminated by Delta pursuant to Section 11.E and [***].
b. [***] pursuant to Section 11.E. of the Delta Connection
Agreement [***].
In the event that [***].
C. Payment In consideration for the terms and agreements
contained herein, Holdings shall pay to Delta the sum of
$1,000,000. This payment shall be made by deduction by Delta of
this amount from the first weekly wire transfer due to ACA
following the signing of this amendment.
2. Other Terms of the Delta Connection Agreement Except as
specifically stated above, all other terms and conditions of the
Delta Connection Agreement, as amended, remain in full force and
effect. If any provision or provisions of this letter are in
conflict with any other provision or provisions of the Delta
Connection Agreement and any amendments or letters clarifying the
terms thereof existing as of the date hereof, the provisions as
set forth in this letter shall be deemed to control.
3. Counterparts This Amendment may be executed in one or more
counterparts, each of which shall be an original, but all such
counterparts shall together constitute but one and the same
instrument. Execution hereof may be effected by delivery of
facsimiles of signature pages (and the parties shall follow such
delivery by prompt delivery of originals of such pages).
Please provide the concurrence of Delta Air Lines, Inc. to the
foregoing by signing below.
Very truly yours,
/s/
Richard J. Surratt
Executive Vice President & Chief Financial Officer
Atlantic Coast Airlines Holdings, Inc.
Atlantic Coast Airlines
Agreed and Accepted:
/s/
J.T. Fisher
Chief Financial Officer
Delta Connection Inc.
Delta Air Lines, Inc.
Dated: January 22, 2003