Delta Airlines 2010 Annual Report Download - page 321

EXHIBIT F
Non-Major Contract Stipulated Contract Language
[Contracting Party] acknowledges and agrees that Delta is a party to an Anchor Tenant Agreement with JFK International Air Terminal LLC ("Company"),
dated as of [DATE] (the "Lease"), and that Delta is required by the terms and provisions of the Lease to include certain provisions in all construction and
engineering contracts that are executed and delivered in connection with the Delta's performance of certain construction obligations under the Lease.
Accordingly, and notwithstanding anything in this [Agreement] to the contrary, [Contracting Party] hereby:
(a) acknowledges and consents to (i) the collateral assignment of the Agreement, (x) by Delta to the Company, (y) by the Company to the Port Authority of
New York and New Jersey ("Port Authority") and Bank of New York Mellon as trustee ("Bond Trustee") for the holders ("Bondholders") of special project
bonds ("Bonds") issued by the Port Authority to finance the construction contemplated by this Agreement, and (z) by the Port Authority to the Bond Trustee
(the Company, the Port Authority, the Bond Trustee and any nominee, transferee or assignee thereof are collectively referred to as the "Collateral Assignees"),
and (ii) in connection with enforcing its rights following an event of default under the Lease, the right (but not the obligation) of the Collateral Assignees,
upon written notice to the Contracting Party, to act on behalf of Delta under this [Agreement], and [Contracting Party] agrees that, in such event, [Contracting
Party] shall continue to perform its obligations under this [Agreement] for the benefit of the applicable Collateral Assignee.
(b) agrees (i) to notify each of the Collateral Assignees at the respective addresses indicated [below] (or at such other address that may be provided by a
Collateral Assignee in writing to the Contracting Party) of any default by Delta under this [Agreement] simultaneous with [Contracting Party's] delivery of
such notice of default to Delta, and (ii) if Delta has not cured such default within the applicable notice and cure period under this Agreement, shall allow the
Collateral Assignees an additional 10 days to cure such default prior to the [Contracting Party's] termination of this [Agreement], provided that, if the
[Contracting Party] has not provided the Collateral Assignees with the notice as and when required by clause (i) of this subsection (b), the Collateral
Assignees shall have such additional time as may be reasonably necessary to cure such default prior to the [Contracting Party's] termination of this
[Agreement].
(c) agrees that, if (i) an event of default has occurred under the Lease which permits the Collateral Assignees to act on behalf of Delta under this
[Agreement], and (ii) this [Agreement] is terminated because of a default by Delta which is not, or by its terms cannot be, cured by the Collateral Assignees,
or if this [Agreement] is terminated or rejected in bankruptcy or insolvency proceedings affecting Delta, then [Contracting Party] shall, if requested within
30 days after such termination or rejection, enter into a new agreement with the Collateral Assignees on the same terms and conditions as set forth herein;
provided that any outstanding defaults under the terminated Agreement that are capable of being cured are cured within a reasonable period of time.