Delta Airlines 2010 Annual Report Download - page 296

ASSIGNMENT OF CONSTRUCTION CONTRACTS, PLANS AND SPECIFICATIONS, AND SERVICE AND OTHER CONTRACTS
THIS ASSIGNMENT OF CONSTRUCTION CONTRACTS, PLANS AND SPECIFICATIONS, AND SERVICE AND OTHER CONTRACTS dated as
of [November] __, 2010, made by (i) DELTA AIR LINES, INC., a Delaware corporation (hereinafter called the "Assignor") in favor of (ii) JFK
INTERNATIONAL AIR TERMINAL LLC, a New York limited liability company (hereinafter called the "Assignee"),
W I T N E S S E T H:
WHEREAS, Assignee has developed and operates an air passenger terminal facility on certain premises located at John F. Kennedy International Airport,
Jamaica, New York and more particularly described on Exhibit A attached hereto (the "Premises"), pursuant to a lease made effective as of May 13, 1997,
bearing Port Authority File No. AYC-685 (hereinafter, as the same has been and may be amended, modified and supplemented, called the "Lease"), by and
between The Port Authority of New York and New Jersey, a body corporate and politic created by the Compact of April 30, 1921, made by and between the
States of New York and New Jersey and thereafter consented to by the Congress of the United States of America (hereinafter called "Port Authority"), as
lessor, and Assignee, as lessee; and
WHEREAS, the Assignee has entered into a trust administration agreement dated May 13, 1997 (hereinafter, as the same has been and may be amended,
modified and supplemented, called the "Trust Administration Agreement"), by and between the Assignee and The Bank of New York Mellon (f/k/a The Bank
of New York), a national banking association (the "Trustee"), as Trustee under the Trust Indenture, dated May 13, 1997, between the Trustee and the Port
Authority; and
WHEREAS, the Assignor and the Assignee have entered into that certain Anchor Tenant Agreement, dated as of [November] __, 2010 (hereinafter, as the
same may be amended, modified and supplemented, called the "ATA") relating to the premises covered thereby (hereinafter called the "ATA Premises")
pursuant to which the Assignor has agreed to develop, construct and occupy certain improvements and expansions of the Premises, as all described in the
Lease and the ATA (hereinafter called the "2010 Expansion Project"); and
WHEREAS, it is contemplated by Section 6.01(g) of the ATA that the Assignor and the Assignee enter into this Agreement.
NOW, THEREFORE, in consideration of the Assignee entering into the ATA and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: