Delta Airlines 2010 Annual Report Download - page 240

ARTICLE 35.
PHASE II/III OPTIONS
Section 35.01. Phase II/III Option. Delta shall have the option (the "Phase II/III Option"), to be exercised as provided below, to lease from IAT (at
any time and from time to time) that portion of the Terminal 4 Site adjacent to Concourse B as shown on Exhibit B, page 2 for purposes of completing Phase
II (the "Phase II Space"), and/or those portions of Terminal 4 and the Terminal 4 Site adjacent to Concourse A and the Headhouse as shown on Exhibit B,
page 3 for purposes of completing Phase III (the "Phase III Space", collectively with the Phase II Space, the "Option Spaces", and each, individually, an
"Option Space"). Delta may exercise the Phase II/III Option as to the Phase II Space or the Phase III Space, and if Delta exercises said option as to only one
(1) Option Space, it may exercise said option later as to the other Option Space. In order to exercise the Phase II/III Option, Delta shall give written notice of
its desire to exercise the Phase II/III Option to IAT, specifying whether Delta wishes to exercise the Phase II/III Option as to one or both Option Spaces. Such
notice shall be given at least 120 days prior to the date specified in its notice on which Delta desires to occupy the applicable Option Space, provided that, if
the design and construction activities for the applicable Option Space have not commenced, in each case, prior to December 31, 2020, Delta shall not have the
option to proceed with the Phase II and/or Phase III, as applicable.
If Delta exercises the Phase II/III Option with respect to either or both of the Option Spaces, IAT shall be deemed to have leased to Delta, effective as
of the "Option Effective Date" specified for such Option Space, the applicable Option Space together with all rights and benefits appurtenant thereto, on
terms generally consistent with the terms applicable to Phase I and the Delta Premises as contemplated to exist during Phase I. If Delta exercises the Phase II/
III Option, IAT shall deliver the applicable Option Space in its "as is" condition at the time, subject to reasonable wear and tear but in compliance with IAT's
maintenance obligations under the Port/IAT Lease with respect thereto.
Delta's exercise of any component of the Phase II/III Option shall be subject to the following:
(a) no Event of Default shall have occurred and is then continuing under Article 26;
(b) any Contract Carriers that would be displaced from the applicable Option Space shall be relocated to terminal space at the Airport as contemplated
by a Phasing Strategy implemented by IAT in consultation with Delta and taking into account any requirements under the Port/IAT Lease, including any
requirements that Terminal 4 remain the "terminal of last resort" for 24/7 international arrivals at the Airport;
(c) assurance to IAT that the quality and efficacy of the operations and construction of Terminal 4 shall be maintained with any decision to proceed
with, complete and operate under Phases II and/or Phase III;
(d) the risk profile to IAT will not be materially adversely affected by Phase II and/or Phase III as reasonably determined by IAT and Delta;
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