Delta Airlines 2010 Annual Report Download - page 348

EXHIBIT K
1. We the undersigned [Bank] having its registered office at _______________________ (the "L/C Bank") hereby establishes for the account, and at the
request of ________ [address] (the "Account Party"), in favor of JFK International Air Terminal LLC (the "Beneficiary"), this Irrevocable Standby Letter of
Credit No. _______________ in the amount of U.S. Dollars __________________ (the "Maximum Credit Amount") effective immediately and expiring at
5:00 P.M., New York City time on the expiration date (as hereinafter defined).
2. The L/C Bank hereby irrevocably and unconditionally authorizes the Beneficiary from time to time to draw on this Standby Letter of Credit, in accordance
with the terms and conditions hereinafter set forth, in an aggregate amount up to but not in excess of the Maximum Credit Amount. Upon payment by the L/C
Bank of any draw hereunder, the Maximum Credit Amount shall be automatically reduced by the amount so paid.
3. The "Expiration Date" shall be the earliest of (i) the date on which the Maximum Credit Amount is reduced to zero pursuant to the proceeding paragraph of
this Standby Letter of Credit, (ii) the date on which the L/C Bank receives a certificate signed by an officer of each of the Beneficiary and the Account Party
in the form of Exhibit 1 hereto, together with the original of the Standby Letter of Credit, and (iii) [date]
4. The L/C Bank shall make the funds available to the Beneficiary under this Standby Letter of Credit from time to time against presentation, at or prior to
5:00 P.M., New York City time; on or prior to the Expiration Date, of its certificate and demand of payment (the "Demand Notice") in the form of Exhibit 2
hereto at the office of the L/C Bank [L/C Bank address]. If the L/C Bank receives any such Demand Notice the L/C Bank will make payment to Beneficiary
no later than the next Business Day by wire transfer to the Bank of New York, 530 Fifth Avenue, New York, NY 10036, ABA 021-00-0018, with an
instruction to transfer the amount of such payment to account number 291545 for the account of JFK International Air Terminal LLC, JFK IAT Revenue
Fund, Attention: Controller. The term "Business Day" shall mean a day on which commercial banks are not authorized or required to close in New York City.
5. This Standby Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of
Commerce Publication No. 600 (or any successor version thereof from time to time in effect), and, as to matters not covered therein, by the laws of the State
of New York, including the Uniform Commercial Code as in effect in such state, without regard to the conflict of laws principles thereof. Communications to
the LC/Bank with respect to this Standby Letter of Credit shall be in the form of a telecopied facsimile copy of such letter sent to the following number,
provided that the Beneficiary undertakes to deliver the originally executed draft and exhibit to the L/C Bank within one (1) Business Day thereafter by express
or overnight courier service and shall be addresses to the L/C Bank at ______________ and shall specifically refer to the number of this Standby Letter of
Credit. Telecopier number ____________.
6. Partial draws shall be permitted under this Standby Letter of Credit.