Delta Airlines 2010 Annual Report Download - page 323

EXHIBIT H-2
RECOGNITION, NON-DISTURBANCE, ATTORNMENT AND CONSENT AGREEMENT
RECOGNITION, NON-DISTURBANCE, ATTORNMENT AND CONSENT AGREEMENT (this "Agreement"), dated as of , 2010, by
and between DELTA AIR LINES, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal place of
business at 1030 Delta Boulevard, Atlanta, Georgia 30354 (together with its successors and assigns "Delta"), and THE BANK OF NEW YORK MELLON, a
banking corporation organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, 7 W
Floor, New York, New York 10286, trustee (in such capacity, the "Trustee") under that certain Trust Indenture, dated as of May 13, 1997 (as the same may be
amended as therein permitted, the "Indenture"), by and between The Port Authority of New York and New Jersey (the "Port Authority") and the Trustee.
W I T N E S S E T H:
WHEREAS, The City of New York (the "City") leases John F. Kennedy International Airport, located in the County of Queens, State of New York ("JFK
Airport"), to the Port Authority pursuant to an Amended and Restated Agreement of Lease of the Municipal Air Terminals, dated November 24, 2004 (as
amended, modified and supplemented, the "Basic Lease"); and
WHEREAS, the Port Authority and JFK International Air Terminal LLC, a New York limited liability company ("IAT"), entered into an Agreement of
Lease (having Port Authority lease number AYC-685) on May 13, 1997 for the development, construction and operation of a passenger terminal ("Terminal
4") on certain property described therein (the "Terminal 4 Site") at JFK Airport (as amended, modified, or supplemented, including, but not limited to, the
Fifth Supplemental Agreement dated as of the date hereof (the "Fifth Supplemental Agreement"), between the Port Authority and IAT (the "Terminal 4
Lease"); and