Delta Airlines 2010 Annual Report Download - page 312

This CONSENT AND AGREEMENT, dated as of , (this "Consent"), from , a (the
"Contracting Party"), to JFK INTERNATIONAL AIR TERMINAL LLC, a New York limited liability company (the "Company") and Bank of New York
Mellon, a national banking association, as Trustee (the "Trustee").
RECITALS
A. The Contracting Party and Delta Air Lines, Inc., a Delaware corporation ("Delta") have entered into that certain [Insert name or description of contract]
(as, from time to time, amended, modified or supplemented, the "Assigned Agreement"), dated as of , relating to the Phase I IAT
Project (as defined in the ATA, defined below).
B. Delta and the Company have entered into that certain Anchor Tenant Agreement (as, from time to time, amended, modified or supplemented, the
"ATA"), dated as of December , 2010.
C. The Company and 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 (the "Port Authority") have
entered into that certain lease, effective as of May 13, 1997, bearing Port Authority File No. AYC-685 (as, from time to time, amended, modified or
supplemented, the "PA Lease").
D. Pursuant to the ATA, Delta (i) has agreed to pledge and assign to the Company all of Delta's right, title and interest in, to and under the Assigned
Agreement, (ii) has agreed to the further pledge and assignment by (a) the Company to the Port Authority and the Trustee of the Company's right, title and
interest in, to and under the Assigned Agreement as assigned by Delta to the Company, and (b) the Port Authority to the Trustee of the Port Authority's right,
title and interest in, to and under the Assigned Agreement as assigned by the Company to the Port Authority, and (iii) has agreed to cause the execution and
delivery of this Consent by the Contracting Party.
E. Pursuant to the Assignment of Construction Contracts, Plans, Specifications and Service and Other Contracts (as, from time to time, amended, modified
or supplemented, the "Construction Document Assignment Agreement"), dated as of December , 2010, between Delta and the Company, Delta has pledged
and assigned to the Company, among other things, all of its right, title and interest in, to and under the Assigned Agreement.
F. The Company has pledged and assigned all of its right, title and interest in, to and under, among other things, the Assigned Agreement, as assigned to it
by Delta to (i) the Port Authority pursuant to the Personal Property Security Interest, dated as of May 13,
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