Delta Airlines 2010 Annual Report Download - page 241

(e) Delta and IAT will cooperate in good faith with each other to achieve Phase II and/or Phase III (to the extent Delta elects to pursue such Option
Space) and shall work jointly and diligently to pursue completion of the same on terms generally consistent with the completion of Phase I, including terms
relating to the financing of Phase II and Phase III, designs, plans and specifications, construction schedules and other construction documents and
completion of construction of Phase II and/or Phase III, as applicable, on the terms and conditions applicable to the Phase I IAT Project to meet IAT's and
Delta's requirements and specifications, including requirements as to timing of completion of the construction and opening of Phase II and/or Phase III, as
applicable, as established by Delta and agreed to by Delta;
(f) Delta and IAT shall cooperate in good faith with each other in amending this Agreement as may reasonably be necessary to reflect the final terms of
this Agreement with respect to the applicable Option Space and as required by the Port Authority, the Port/IAT Lease, the Terminal 4 Project Bond
Documents and any other applicable financing requirements. The approval of any amendments required pursuant to this subsection (e) shall not be
unreasonably withheld, delayed or conditioned by IAT or Delta;
(g) Delta shall have obtained the necessary Port Authority approval and required approvals under the Terminal 4 Project Bond Documents;
(h) In addition to Post-DBO Rent, Delta shall pay rent in respect of the applicable Option Space for each Annual Period calculated in a manner
consistent with the calculation of Post-DBO Rent, which shall be deemed to be included as "Delta Rent" for all intents and purposes hereunder following
completion of the construction and opening of the Option Space and the final terms of the Rent applicable to the subject Option Space shall be reflected
(consistent with the terms provided in this subsection (g)) in an amendment of the type referred to in subsection (e) above;
(i) Delta shall have the right to determine the means and terms by which Phase II and/or Phase III shall be financed or refinanced (including the
selection of any lenders, underwriters or other parties it deems appropriate), subject to consent of the Port Authority and the consent of IAT. Delta will
keep IAT regularly informed of Delta's determination of the means and terms of such financing or refinancing of Phase II and/or Phase III;
(j) Any Port Authority financing with respect to Phase II and/or Phase III shall be non-recourse to, and shall not require credit support from, JFK IAT
Member as the sole member of IAT (or any affiliates of the members of JFK IAT Member other than IAT), Delta or the Port Authority. Nothing herein
shall require any Bonds or any future financing to become a Delta obligation. In addition, there shall be no equity funding obligations for JFK IAT
Member, or any upstream entities thereto; and
(k) Any financing for Phase II and/or Phase III must not violate the Port/IAT Lease or create a default with respect to the then outstanding Terminal 4
Project Bonds (including coverage covenants) or under any Terminal 4 Project Bond Documents, provided, that IAT shall use reasonable efforts to
cooperate with Delta in obtaining any and all amendments,
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