Delta Airlines 2010 Annual Report Download - page 183

ARTICLE 12.
ALTERATIONS AND ADDITIONS
Section 12.01. Alterations Generally. Any alteration, replacement, modification, addition, improvement or repair to Terminal 4 (each, an "Alteration")
made pursuant to this Article shall be made in compliance with Laws and the Port/IAT Lease, including Section 19 of the Port/IAT Lease. In addition, no
Alteration shall (i) decrease the value, utility or useful life of Terminal 4 from its value, utility or useful life immediately prior to the making thereof,
assuming Terminal 4 was in the condition required by the Port/IAT Lease, unless such Alteration is required under the Port/IAT Lease, (ii) violate the Basic
Lease or the Port/IAT Lease or any restriction, easement, condition or covenant or other matter affecting title to Terminal 4; (iii) be undertaken before IAT or
Delta (as applicable) shall have procured all permits and authorizations required for such Alteration, and (iv) be performed by any contractor that is not an
Approved Contractor. The making of any Alterations shall be expeditiously completed in a good and workmanlike manner; and with respect to Alterations
affecting the Delta Space made by Delta, Delta shall have made adequate arrangements for payment of the cost of all Alterations and shall be solely
responsible for the cost and expense of maintaining and repairing such Alterations without duplication for amounts contemplated by the ATA Permitted O&M
Expenses. In connection with any Alteration made by Delta, IAT shall submit to the Port Authority in a timely fashion a Tenant Alteration Application
pursuant to Section 19 of the Port/IAT Lease.
Section 12.02. IAT Alterations; Limitations. (a) IAT may make, and may permit its Sublessees to make, any Alterations to any portion of Terminal 4 not
included in the Delta Space, provided that, (i) such Alteration does not materially adversely affect the operation and use of any portion of Terminal 4 or the
facilities, systems and equipment thereof; and (ii) if such Alteration occurs on or prior to December 31, 2020, or after December 31, 2020 and Delta has
delivered a notice approved by IAT indicating its election to proceed with Phase II and Phase III and has commenced design and construction of Phase II and
Phase III, such Alteration will not materially adversely affect the development of the Terminal 4 Site in accordance with the Master Plan or cause such
development of the Terminal 4 Site to cost materially more than it would if such Alteration had not been made.
(b) Notwithstanding the provisions of clause (a), above, IAT shall also make or cause to be made such Alterations to any portions of Terminal 4 as are
required by the Port Authority or any other Governmental Authority and, if requested by Delta and agreed to be taken by IAT in IAT's sole discretion, such
Alterations reasonably proposed by Delta (but not made by Delta) and approved by IAT. IAT shall consult with Delta regarding Alterations Delta wishes
to make to Terminal 4.
Section 12.03. Delta Alterations. (a) At Delta's sole cost and expense, Delta may make Alterations to (i) the Delta Nonpublic Space, (ii) the Delta
Premises to install telecommunications equipment pursuant to Section 8.10, and (iii) Terminal 4 to install signage pursuant to Section 12.04, provided that, in
all cases such Alterations are in compliance with the Terminal 4 Rules and Regulations and could not reasonably be expected to materially adversely affect
the operation and use by IAT and its Sublessees of any other portions of Terminal 4 or the facilities, systems and equipment thereof. In the event that such
Alterations could reasonably be expected to materially adversely affect such operation or use, prior IAT approval is required.
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