Common use of Margin Cap Clause in Contracts

Margin Cap. (a) Within sixty (60) days after the end of each calendar quarter during Margin Cap Period, Operator shall provide Delta a certificate (the “Margin Cap Certificate”), signed on behalf of Operator by its chief financial officer, that states the actual total margin that Operator earned on operating the Delta Connection Flights (and any charter operations pursuant to Section 1(D) hereof) (the “Margin Cap Margin”) during such calendar quarter. Such Margin Cap Certificate shall include an exhibit that fully sets forth Operator’s actual amount for each of the variables set forth in the formula set forth below and the calculation of its Margin Cap Margin and certification as to the accuracy of the Margin Cap Margin. Margin Cap Margin for any given calendar quarter shall be determined, on a pre-tax basis, by applying the following formula: [***] Where: [***] If Operator’s Actual Margin Cap Margin is greater than [***], Operator shall pay Delta an amount equal to the amount necessary to reduce the Total Payments such that the Margin Cap Margin for such calendar quarter will equal [***]. In addition, Operator shall pay Delta the Synergy Savings for the applicable calendar quarter. (b) If for the applicable quarter, Operator has earned the Monthly Incentive Compensation for each month of the applicable quarter and the Quarterly Incentive Compensation for such quarter, then the references to [***] referenced in Section 3(F)(1)(a) above shall be amended for such quarter to be [***]; provided, however, that for purposes of this Section 3(F)(1)(b) only, during each of the first [***] calendar quarters of the Term, in order for the [***] reference to be amended to [***] for each such quarter, ASA’s actual Completion Rate and actual A-15 rate during each applicable month and quarter must be equal to or better than the actual completion rate and A-15 rate, respectively, achieved by Delta mainline operations during the applicable month or quarter.