Investor Presentaiton
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ACTS MSA
Pursuant to the ACTS MSA, Air Canada has agreed to provide ACTS with services including infrastructure
support, consisting principally of administrative services in relation to information technology, human resources,
finance and accounting, and legal services in return for fees to be paid by ACTS to Air Canada. The ACTS MSA was
amended and restated with effect as of January 1, 2007. The primary purpose of these amendments was to refine the
scope of services to be provided by Air Canada to ACTS and establish the pricing for such services.
ACTS may elect to terminate any services under the ACTS MSA or the entire ACTS MSA upon six months' prior
written notice, with the exception of services relating to information technology which ACTS cannot terminate prior to
the expiry of the ACTS MSA. Air Canada may elect to terminate any services under the ACTS MSA or the entire
ACTS MSA upon 18 months' prior written notice.
ACTS Trademark License Agreement
Air Canada has granted ACTS a royalty-free, non-exclusive, non-assignable right to use certain Air Canada
trademarks which incorporate the Air Canada name, and/or Air Canada's roundel design, solely in association with the
provision of heavy maintenance, component maintenance and supply chain business services in Canada and the United
States. The ACTS Trademark License Agreement can be terminated in the event the ACTS Maintenance Agreements
are terminated.
The initial term of the ACTS Trademark License Agreement expires in 2014 and it is renewable for additional
terms of 10 years upon written notice by ACTS within 90 days of the end of each term, provided that the ACTS
Trademark License Agreement will terminate in the event of the termination or non-renewal of the General Terms
Agreement between ACTS and Air Canada referred to above. Air Canada may terminate the ACTS Trademark License
Agreement in the event ACTS is no longer an affiliate of Air Canada.
General Services Agreements
Pursuant to the ACTS GSAS, ACTS must reimburse Air Canada on a fully-allocated basis for all costs, including
salary and benefits, related to a group of unionized and a group of non-unionized employees who work for the benefit
of ACTS. The ACTS GSAs may be terminated by either party at any time and without cause upon a 30 days' prior
written notice.
RELATIONSHIP BETWEEN AIR CANADA AND ACE
General
As part of the implementation of the Plan on September 30, 2004, Air Canada reorganized its corporate structure.
Pursuant to such corporate reorganization, APLN Limited Partnership (the predecessor to Aeroplan LP), Jazz Air Inc.
(the predecessor to Jazz Air Limited Partnership and Jazz LP) and Touram Inc. (the predecessor to Air Canada
Vacations), which were already established as stand-alone entities under Air Canada, became stand-alone entities under
ACE, while ACTS, Air Canada Cargo and Air Canada Ground Handling were established as stand-alone limited
partnerships under ACE. As a result, ACE became the parent holding company of Air Canada, Aeroplan, Jazz, ACTS,
Air Canada Cargo, Air Canada Ground Handling and Air Canada Vacations. See "Three-Year Summary: Evolution of
Business The Plan".
Aeroplan Income Fund currently has 200,000,000 units issued and outstanding and indirectly holds all outstanding
units of Aeroplan LP. ACE currently holds 80,285,585 units of Aeroplan Income Fund, representing a 40.1% indirect
ownership interest in Aeroplan LP, and is currently entitled to appoint the majority of the board of directors of
Aeroplan GP pursuant to the Aeroplan Securityholders' Agreement. Air Canada does not own any equity interest in
Aeroplan.
Jazz Air Income Fund currently has 75,638,223 units issued and outstanding and holds a 61.6% interest in Jazz LP.
ACE currently holds a 38.4% direct interest in Jazz LP and holds 25,000,000 units of Jazz Air Income Fund,
representing 33.1% of units issued and outstanding. In total, ACE currently holds a 58.8% interest in Jazz. Air Canada
does not own any equity interest in Jazz.View entire presentation