0000950130-99-000933 Sample Contracts

dated as of
Merger Agreement • February 22nd, 1999 • Asa Holdings Inc • Air transportation, scheduled • Georgia
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TERM SHEET
Employment Agreement • February 22nd, 1999 • Asa Holdings Inc • Air transportation, scheduled
DELTA CONNECTION AGREEMENT ---------
Delta Connection Agreement • February 22nd, 1999 • Asa Holdings Inc • Air transportation, scheduled • Georgia
February 22, 1999 To the Shareholders of ASA Holdings, Inc.: On February 15, 1999, ASA Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Delta Air Lines, Inc., a Delaware corporation ("Delta"),...
Merger Agreement • February 22nd, 1999 • Asa Holdings Inc • Air transportation, scheduled

On February 15, 1999, ASA Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Delta Air Lines, Inc., a Delaware corporation ("Delta"), and its wholly-owned indirect subsidiary Delta Sub, Inc., a Georgia corporation ("Purchaser"), that provides for the acquisition of all of the common stock, par value $0.10 per share, of the Company (the "Shares" or, individually, a "Share") by Purchaser at a price of $34.00 per Share net to the seller in cash. Under the terms of the proposed transaction, Purchaser has commenced a tender offer (the "Offer") for all outstanding Shares at a price of $34.00 per Share net to the seller in cash. The Offer is currently scheduled to expire at 12:00 midnight, Eastern Standard Time, on March 19, 1999, unless extended.

WITNESSETH: ----------
Founding Officer Agreement • February 22nd, 1999 • Asa Holdings Inc • Air transportation, scheduled • Georgia
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