Common use of Schedules Publication Clause in Contracts

Schedules Publication. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, subject to the reasonable operating constraints of Operator, taking into consideration the Aircraft type, maintenance requirements, crew scheduling and training requirements, aircraft rotation requirements, applicable route, and slot or other regulatory restrictions. So that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the first day of the month in which such schedule commences. Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair proposed by Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to Operator, Delta may assume responsibility for establishing the Aircraft block times. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operator of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with Operator to determine mutually optimal schedules. Delta and Operator shall meet by October 1st of each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and Operator shall determine. Operator shall operate the Aircraft in the city pairs designated by Delta, subject to the frequency and other scheduling requirements established by Delta from time to time. In addition, it is agreed and understood that Delta may utilize and schedule any of the Aircraft to perform various charter operations on behalf of Delta as can be reasonably accommodated by Operator, including without limitation after taking into consideration Operator’s maintenance requirements for the Aircraft.

Schedules Publication. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, subject to the reasonable operating constraints of Operator, taking into consideration the Aircraft type, maintenance requirements, crew scheduling and training requirements, aircraft rotation requirements, applicable route, and slot or other regulatory restrictions. So that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the first day of the month in which such schedule commences. Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair proposed by Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to Operator, Delta may assume responsibility for establishing the Aircraft block times. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operator of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with Operator ASA to determine mutually optimal schedules. Delta and Operator shall meet by October 1st of each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and Operator shall determine. Operator ASA shall operate the Aircraft in the city pairs designated by Delta, subject to the frequency frequency, scheduling and other scheduling requirements established by Delta from time to time. In addition, it is agreed and understood that Delta may utilize and schedule any of the Aircraft to perform various charter operations on behalf of Delta as can be reasonably accommodated by OperatorASA. Notwithstanding the above, including without limitation after taking into consideration Operator’s maintenance requirements but subject to reduction as provided elsewhere in this Agreement, Delta covenants and agrees that during each year of the “Term” (as defined in Article 11 hereof), (i) ASA shall be scheduled to operate not less than [***] of all Delta Connection Program departures scheduled at Xxxxxxxxxx-Xxxxxxx Atlanta International Airport (“Hartsfield”) and (ii) [***] ((i) and (ii) above, collectively, the “ATL Departure Percentages.”) Delta will notify ASA of schedule times, frequencies and related information for the AircraftAircraft as sufficiently in advance of the schedule publication date so that the information can be properly disseminated to ASA for pilot and flight attendant staffing, and related operational requirements. Delta covenants and agrees that commencing in 2008 and thereafter, if Delta conducts a request for proposals to put into service additional Delta Connection Program regional aircraft (an “RFP”), ASA shall be offered the opportunity to bid on such additional regional aircraft to the extent required for ASA to maintain the “ASA [***] Aircraft Percentage” (as defined below). If ASA is not awarded a portion of such RFP so as to maintain the ASA [***] Aircraft Percentage, ASA shall be offered the opportunity to match the “Winning Bid” (as defined below) with respect to the economic terms and conditions (including, without limitation, Direct Costs, Reimbursable Costs, Base Xxxx-Up, and Incentive Compensation, but excluding extraordinary economic terms such as an upfront buy-down payment from the operator to Delta). If ASA in good faith (i) participates in the RFP and (ii) decides to attempt to match the economic terms and conditions of the Winning Bid and provides Delta with prompt written notice of such decision, then Delta shall provide ASA with a certificate that sets forth the pertinent economic terms and conditions of the Winning Bid. If ASA elects to match the Winning Bid, additional Delta Connection Program regional aircraft shall be added to the scope of this Agreement (as modified with respect to such additional Aircraft to account for the economic terms and conditions of the Winning Bid with respect to such regional aircraft) so as to maintain ASA’s percentage of regional aircraft within the Delta Connection Program as of [***] (“ASA [***] Aircraft Percentage”). For purposes of this Agreement, a “Winning Bid” means a bona fide bid of a third party to whom Delta in good faith intends to award the additional Delta Connection Program regional aircraft subject to the RFP.

Schedules Publication. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, subject to the reasonable operating constraints of Operator, taking into consideration the Aircraft type, maintenance requirements, crew scheduling and training requirements, aircraft rotation requirements, requirements and applicable route, and slot or other regulatory restrictions. So that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the first day commencement of the month in which such schedule commencesschedule. Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair proposed by Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to Operator, Delta may assume responsibility for establishing the Aircraft block times. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between [*** *] and [*** *] or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) [***] days prior to the commencement of such schedule, Delta will notify Operator of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with Operator to determine mutually optimal schedules. Delta and Operator shall meet by October 1st of each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and Operator shall determine. Operator shall operate the Aircraft in the city pairs designated by Delta, subject to the frequency and other scheduling requirements established by Delta from time to time. In addition, it is agreed and understood that Delta may utilize and schedule any of the Aircraft to perform various charter operations on behalf of Delta as can be reasonably accommodated by Operator, including without limitation after taking into consideration Operator’s maintenance requirements for the Aircraft. Notwithstanding anything to the contrary in this Agreement, except for maintenance servicing (with no revenue passengers), in no event shall any Delta Connection Flights be scheduled, nor shall Operator operate any Delta Connection Flights, in or out of [***].

Schedules Publication. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, subject to the reasonable operating constraints of Operator, taking into consideration the Aircraft type, maintenance requirements, crew scheduling and training requirements, aircraft rotation requirements, applicable route, and slot or other regulatory restrictions. So that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the first day of the month in which such schedule commences. Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair proposed by Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to Operator, Delta may assume responsibility for establishing the Aircraft block times. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operator of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with Operator to determine mutually optimal schedules. Delta and Operator shall meet by October 1st of each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and Operator shall determine. Operator shall operate the Aircraft in the city pairs designated by Delta, subject to the frequency frequency, scheduling and other scheduling requirements established by Delta from time to time. In addition, it is agreed and understood that Delta may utilize and schedule any of the Aircraft to perform various charter operations on behalf of Delta as can be reasonably accommodated by Operator. Delta will make commercially reasonable efforts to notify Operator of schedule times, frequencies and related information for the Aircraft as sufficiently in advance of the schedule publication date so that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements. Additionally, Delta will make commercially reasonable efforts to make reasonable accommodation for Operator’s operational needs including without limitation after taking into consideration Operator’s limitation, crew overnights and maintenance requirements for the Aircraft. In the event Delta changes the hub location served by the Aircraft, Delta shall provide Operator with ninety (90) days prior written notice of such change and Delta and Operator shall meet as soon as practicably possible to review and revise the Direct Costs and corresponding Base Compensation as a result of such change in the manner provided in Section 3(J) hereof. In the event Delta opens or closes a non-hub station served or to be served by Operator, Delta shall provide Operator with sixty (60) days prior written notice of such opening or closing unless such station is staffed by, or to be staffed by, Operator, in which case Delta shall provide Operator with ninety (90) days prior written notice of such opening or closing * Confidential Treatment Requested Notwithstanding any other provisions of this Agreement, Delta shall not change the hub location served by Operator to any of the following airports: ORD, IAD, LAX, SFO, DEN, PHX, LAS, CLT or PHL.

Schedules Publication. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, subject to the reasonable operating constraints of Operator, taking into consideration the Aircraft type, maintenance requirements, crew scheduling and training requirements, aircraft rotation requirements, applicable route, and slot or other regulatory restrictions. So that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the first day of the month in which such schedule commences. Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair proposed by Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to Operator, Delta may assume responsibility for establishing the Aircraft block times. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operator of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with Operator to determine mutually optimal schedules. Delta and Operator shall meet by October 1st of each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and Operator shall determine. Operator shall operate the Aircraft in the city pairs designated by Delta, subject to the frequency frequency, scheduling and other scheduling requirements established by Delta from time to time. In addition, it is agreed and understood that Delta may utilize and schedule any of the Aircraft to perform various charter operations on behalf of Delta as can be reasonably accommodated by Operator. Delta will make commercially reasonable efforts to notify Operator of schedule times, frequencies and related information for the Aircraft as sufficiently in advance of the schedule publication date so that the information can be properly disseminated to Operator for pilot and flight attendant staffing, and related operational requirements. Additionally, Delta will make commercially reasonable efforts to make reasonable accommodation for Operator’s operational needs including without limitation after taking into consideration Operator’s limitation, crew overnights and maintenance requirements for the Aircraft. In the event Delta changes the hub location served by the Aircraft (or Delta and Operator mutually agree to increase the number of maintenance facility bases used to support the Aircraft), * Confidential Treatment Requested Delta shall provide Operator with [*] days prior written notice of such change and Delta and Operator shall meet as soon as practicably possible to revise the “Base Rate Costs” (as defined in Article 3 below) associated with any change in maintenance base facility rent and associated commercially reasonable wind-down and start-up expenses incurred by Operator in connection with relocating an existing maintenance base facility, if necessary, as a result of such change. In the event Delta opens or closes a non-hub station served or to be served by Operator, Delta shall provide Operator with [*] days prior written notice of such opening or closing unless such station is staffed by, or to be staffed by, Operator, in which case Delta shall provide Operator with [*] days prior written notice of such opening or closing Notwithstanding any other provisions of this Agreement, Delta shall not change the hub location served by Operator to any of the following airports: [*].