Exhibit
10.11


 


*** Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


Amendment No. 7


 


to the A330 Purchase Agreement


 


Dated as of December 21, 2000


 


Between


 


AVSA, S.A.R.L.


 


And


 


NORTHWEST AIRLINES, INC.


 


This
Amendment No. 7 (hereinafter referred to as the “Amendment”) is entered
into as of January 21, 2005, between AVSA, S.A.R.L., a société à
responsabilité limitée organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the “AVSA”), and NORTHWEST
AIRLINES, INC., a corporation organized and existing under the laws of the State
of Minnesota, United States of America, having its principal corporate offices
located at 2700 Lone Oak Parkway, Eagan, Minnesota 55121, USA (hereinafter
referred to as the “Northwest”).


 


WITNESSETH


 


WHEREAS, Northwest and AVSA entered into an A330 Purchase
Agreement, dated as of December 21, 2000, relating to the sale by AVSA and
the purchase by Northwest of certain Airbus A330-300 aircraft (the “Aircraft”)
which, together with all Exhibits, Appendices and Letter Agreements attached
thereto, and as amended by Amendment No. 1 dated as of November 26,
2001, Amendment No. 2 dated as of December 20, 2002, Amendment No. 3
dated as of April 30, 2003, Amendment No. 4 dated as of December 18,
2003, Amendment No. 5 dated as of April 13, 2004, Amendment No. 6
dated as of June 6, 2004, and notice dated as of July 29, 2004, is
hereinafter called the “Agreement”;


 


WHEREAS, AVSA and Northwest have agreed to changes in
the Agreement; and


 


WHEREAS, capitalized terms used herein and not otherwise
defined herein will have the meanings assigned to them in the Agreement.  The terms “herein,” “hereof” and “hereunder”
and words of similar import refer to this Amendment.


 


IN
CONSIDERATION OF THE PROMISES AND PERFORMANCES HEREIN SOUGHT AND RECEIVED, THE
RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, AVSA AND NORTHWEST
AGREE AS FOLLOWS:


 


1





















 


1.                                       DEFINITIONS


 


1.1                                 Clause 1 of the
Agreement is amended by the addition of the following definitions between the
words “QUOTE” and “UNQUOTE”:


 


QUOTE


 


Additional
A330-200 Aircraft – either or both of the
*** A330-200 model aircraft bearing rank numbers *** in the table in
Subparagraph 2.4 of Amendment No. 7, which are to be purchased by AVSA and sold
to Northwest pursuant to this Agreement, together with all components,
equipment, parts and accessories installed in or on such aircraft and the
Propulsion Systems installed thereon upon delivery.


 


Additional
A330-300 Aircraft – any or all of the ***
A330-300 model aircraft bearing rank numbers *** in the table in Subparagraph
2.4 of Amendment No. 7, which are to be purchased by AVSA and sold to Northwest
pursuant to this Agreement, together with all components, equipment, parts and
accessories installed in or on such aircraft and the Propulsion Systems
installed thereon upon delivery.


 


Additional A330 Aircraft - any or all
of the Additional A330-300 Aircraft or Additional A330-200 Aircraft.


 


Amendment
No. 7 – Amendment No. 7 to this
Agreement, dated as of January 21, 2005.


 


UNQUOTE


 


1.2                                 The definition of
Aircraft in Clause 1 of the Agreement is canceled and replaced by the following
definition between the words “QUOTE” and “UNQUOTE”:


 


QUOTE


 


Aircraft - any or all of the (i) Firm Aircraft, (ii) Purchase Right Aircraft
that have been converted to a firm order, or (iii) Additional A330 Aircraft to
be purchased by AVSA and sold to Northwest pursuant to this Agreement, together
with all components, equipment, parts and accessories installed in or on such
aircraft and the Propulsion Systems installed thereon upon delivery.


 


UNQUOTE


 


2





















 


2.            DELIVERY


 


2.1           Acceleration
of Aircraft


 


AVSA will reschedule one (1) ***, reschedule and convert to *** one (1) ***Aircraft and reschedule one (1) *** as follows:


 


	
  Current Delivery Schedule

  and Aircraft No.

  	
   

  	
  Delivery
  Schedule and Aircraft

  No. in this Amendment

  
	
  *** 2007
  (No. 21, ***)

  	
   

  	
  *** 2006
  (No. 21, ***)

  
	
  *** 2008
  (No. 23, ***)

  	
   

  	
  *** 2006
  (No. 22, ***)

  
	
  *** 2008
  (No. 24, *** 

  	
   

  	
  *** 2006
  (No. 24, ***)

  



 


2.2           Conversion of Aircraft


 


The *** scheduled for delivery in *** 2007 will be converted to a ***.


 


	
  Current Delivery Schedule

  and Aircraft No.

  	
   

  	
  Converted Firm A330-300

  Aircraft

  
	
  *** 2007
  (No. 22, ***)

  	
   

  	
  *** 2007
  (No. 27, ***)

  



 


2.3           Additional A330 Aircraft


 


The Additional
A330 Aircraft will be delivered to Northwest in accordance with the schedule below
in Subparagraph 2.4.


 


2.4           New Delivery Schedule


 


As a consequence of Subparagraphs 2.1, 2.2
and 2.3 above, the delivery schedule in Subclause 9.1 of the Agreement is
hereby canceled and replaced by the following quoted delivery schedule:


 


3





















 


QUOTE


 


	
  Rank

  	
   

  	
  CAC Id. No.

  	
   

  	
  Aircraft

  	
   

  	
  Delivery Month

  	
   

  
	
  1

  	
   

  	
  95239

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Jun-03

  	
   

  
	
  2

  	
   

  	
  95259

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Jul-03

  	
   

  
	
  3

  	
   

  	
  95260

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Aug-03

  	
   

  
	
  4

  	
   

  	
  95261

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Sep-03

  	
   

  
	
  5

  	
   

  	
  95262

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Oct-03

  	
   

  
	
  6

  	
   

  	
  95264

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Feb-04

  	
   

  
	
  7

  	
   

  	
  95266

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  Apr-04

  	
   

  
	
  8

  	
   

  	
  95267

  	
   

  	
  Firm Aircraft (A330-300)

  	
   

  	
  May-04

  	
   

  
	
  9

  	
   

  	
  95268

  	
   

  	
  A330-200 Converted Firm A330-200 Aircraft

  	
   

  	
  Jul-04

  	
   

  
	
  10

  	
   

  	
  95269

  	
   

  	
  A330-200 Converted Firm A330-200 Aircraft

  	
   

  	
  Aug-04

  	
   

  
	
  11

  	
   

  	
  95270

  	
   

  	
  A330-200 Converted Firm A330-200 Aircraft

  	
   

  	
  Sep-04

  	
   

  
	
  12

  	
   

  	
  95271

  	
   

  	
  A330-200 Converted Firm A330-200 Aircraft

  	
   

  	
  Sep-04

  	
   

  
	
  13

  	
   

  	
  95272

  	
   

  	
  A330-200Converted Firm A330-200 Aircraft

  	
   

  	
  Oct-04

  	
   

  
	
  14

  	
   

  	
  95273

  	
   

  	
  A330-200Converted Firm A330-200 Aircraft

  	
   

  	
  Oct-04

  	
   

  
	
  15

  	
   

  	
  95274

  	
   

  	
  A330-200Converted Firm A330-200 Aircraft

  	
   

  	
  Nov-04

  	
   

  
	
  16

  	
   

  	
  95275

  	
   

  	
  ***

  	
   

  	
  *** 05

  	
   

  
	
  17

  	
   

  	
  95276

  	
   

  	
  ***

  	
   

  	
  *** 05

  	
   

  
	
  18

  	
   

  	
  95278

  	
   

  	
  ***

  	
   

  	
  *** 05

  	
   

  
	
  19

  	
   

  	
  95281

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  20

  	
   

  	
  95280

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  21

  	
   

  	
  95263

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  22

  	
   

  	
  95277

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  23

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  24

  	
   

  	
  95279

  	
   

  	
  ***

  	
   

  	
  *** 06

  	
   

  
	
  25

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  26

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  27

  	
   

  	
  95265

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  28

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  29

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  30

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  31

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  
	
  32

  	
   

  	
   

  	
   

  	
  ***

  	
   

  	
  *** 07

  	
   

  



 


CAC Id.
Nos. will be provided for Aircraft Rank Nos. 23, 25, 26 and 28 through 32 after
signature of this Amendment.


 


UNQUOTE


 


2.5                                 Third-Party Release


 


The Aircraft bearing Rank Nos. *** and *** in the schedule in
Subparagraph 2.4 are subject to third-party release within *** Working Days of
signature of this Amendment.   Promptly
after such period, AVSA will notify Northwest whether it has obtained such
release.


 


4





















 


If
third-party release is obtained, the schedule in Subparagraph 2.4 will
remain in full force and effect.


 


If,
however, third-party release is not obtained within the period stated above,
AVSA will, at Northwest’s option,


 


(i)                                     in respect of the Aircraft
bearing Rank No. ***, either


 


(a)                                  pay Northwest ***, which is ***, upon which neither Northwest nor AVSA will have any more
rights or obligations in respect of such Aircraft, or


 


(b)                                 offer the Buyer an alternative
delivery position for such Aircraft not later than 2007 (if Aircraft bearing
Rank No. *** is the first Aircraft in
respect of which such third-party release has not been obtained) or the first half of 2008 (if
Aircraft bearing Rank No. *** is the first
Aircraft in respect of which such third-party release has not been obtained), and


 


(ii)                                  in respect of the Aircraft
bearing Rank No. ***, offer the
Buyer an alternative delivery position for such Aircraft not later than 2007
(if Aircraft bearing Rank No. *** is the first
Aircraft in respect of which such third-party release has not been obtained) or the first half of 2008 (if
Aircraft bearing Rank No. *** is the first
Aircraft in respect of which such third-party release has not been obtained).


 


3.                                      OPTION AIRCRAFT AND PURCHASE RIGHT
AIRCRAFT


 


3.1                                 Option
Aircraft


 


All Option Aircraft in
the Agreement are hereby canceled, and neither AVSA nor Northwest shall have
any further rights or obligations with respect thereto.


 


3.2                                 Purchase Right Aircraft


 


The
number of Purchase Right Aircraft
in Subparagraph 3.1.1 of Letter Agreement No. 2 of the Agreement is hereby
reduced from *** to ***, and Northwest’s right to exercise
such Purchase Right Aircraft shall expire on ***.


 


Subparagraph 3.2 of
Letter Agreement No. 2 of the Agreement is hereby canceled and replaced by
the following quoted text:


 


QUOTE


 


3.2                                 Applicable Terms


 


On Purchase Right Aircraft Exercise, (i) notwithstanding
the cancellation of Option Aircraft pursuant to Subparagraph 3.1 of Amendment No. 7,
the price and price revision terms that apply to Option Aircraft will be
extended to the applicable Purchase Right


 


5





















 


Aircraft, so long as such Purchase Right Aircraft
are scheduled for delivery to Northwest before the end of ***, (ii) all
other terms and conditions in the Agreement that apply to Aircraft will apply
to such Purchase Right Aircraft, and (iii) such Purchase Right Aircraft
will be deemed to be an Aircraft.


 


UNQUOTE


 


4.                                      SPECIFICATION 


 


4.1                                 The Specification of the Additional A330-300
Aircraft will be as stated in Subclause 2.2 of the Agreement.


 


4.2                                 The Specification of the Additional A330-200
Aircraft will be as stated in Subparagraph 4.4.1 of Letter Agreement No. 2
of the Agreement.


 


5.                                      FLEXIBILITY


 


5.1                                 The “Flexibility Rights,” defined in Letter
Agreement No. 2 to the Agreement, will not apply to *** scheduled for delivery in *** 2006 (Rank No. 21, bearing CAC No. 95263),
*** scheduled for delivery in *** 2006 
(Rank No. 22, bearing CAC No. 95277), the *** scheduled for delivery in *** 2006 (Rank No. 24, bearing CAC No. 95279) or any of the Additional A330
Aircraft.


 


5.2                                 In respect of each of the *** bearing rank numbers *** in the schedule in Subparagraph
2.4 above, AVSA grants Northwest the right to convert each such Additional A330-300
Aircraft into an A330-200 model aircraft (the “Converted A330-200 Aircraft”)
and each such Additional A330-200 Aircraft into an A330-300 model aircraft (the
“Converted A330-300 Aircraft”) (the “Additional Conversion Right”).   Northwest may exercise the Additional
Conversion Right by giving written notice to AVSA no later than ***months prior to the first day of the
calendar quarter in which the Aircraft to be converted is scheduled for
delivery.  The delivery position for a
Converted A330-200 Aircraft and Converted A330-300 Aircraft will be within the
same calendar quarter as the delivery position of the Additional A330 Aircraft
from which it was converted.  Subject to
Subparagraph 2.1 of Letter Agreement No. 1 to this Amendment, the terms and
conditions applicable to a Converted A330-200 Aircraft will be the same as
those that apply to Additional A330-200 Aircraft and the terms and conditions
applicable to Converted A330-300 Aircraft will be the same as those that apply
to Additional A330-300 Aircraft.  The
Additional Conversion Right may be exercised separately with respect to each of
the four (4) Additional A330 Aircraft referred to in this Subparagraph
5.2; however, the Additional Conversion Right may be executed only once with
respect to each such Additional A330 Aircraft.


 


6





















 


6.                                     PRICING


 


6.1                                 Base
Prices


 


The Base Price
of the Additional A330 Aircraft is set forth in Exhibit A to this
Amendment.


 


6.2                                 Credit
Memoranda


 


Letter
Agreement No. 1 of the Agreement is superseded and replaced by Letter
Agreement No. 1 to this Amendment.


 


6.3                                 ***


 


With respect
solely to Additional
A330 Aircraft, the following provisions amend and
replace the quoted provisions of Subparagraph 3 of Letter Agreement No. 11
of the Agreement.


 


QUOTE


 


***


***


 


***


***


***


***


 


UNQUOTE


 


7.                                      PREDELIVERY PAYMENTS


 


Letter Agreement No. 8 of the
Agreement is superseded and replaced by Letter
Agreement No. 2 to this Amendment.


 


8.                                     EFFECT OF THE AMENDMENT


 


The provisions
of this Amendment are binding on both parties upon execution hereof. The
Agreement will be deemed amended to the extent herein provided, and, except as
specifically amended hereby, will continue in full force and effect in
accordance with its original terms. This Amendment supersedes any previous
understandings, commitments, or representations whatsoever, whether oral or
written, related to the subject matter of this Amendment, it being understood
that Paragraphs 9, 10, 11 and 12 of the Airbus A330-200/-300 Term Sheet, bearing
reference no. 5328/14 and dated as of December 10, 2004, will survive
signature and execution of this Amendment, and that the date for the mutual
agreement contemplated in such Paragraph 10 is hereby extended from January 21,
2005, to January 28, 2005.  AVSA’s
price for the specification upgrade contemplated in such Paragraph 10 of the
Airbus A330-200/-300 Term Sheet will not exceed *** expressed in January 2004 dollars subject to the
applicable price revision formula.


 


Both parties
agree that this Amendment will constitute an integral, nonseverable part of
said Agreement, and that this Amendment will be governed by the provisions of
said Agreement, except that if the Agreement and this Amendment have specific
provisions that are inconsistent, the specific provisions contained in this
Amendment will govern.


 


7





















 


9.                                     CONFIDENTIALITY


 


This Amendment is subject to the confidentiality provisions set forth in
Subclause 22.4 of the Agreement.


 


If
the foregoing correctly sets forth our understanding, please indicate your
acceptance by signing in the space provide below.


 


	
  Accepted
  and Agreed,

  	
  Very
  truly yours,

  
	
  NORTHWEST
  AIRLINES, INC.

  	
  AVSA,
  S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  



 


8





















 


*** Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


LETTER AGREEMENT NO. 1


 


AMENDED AND RESTATED LETTER AGREEMENT NO. 1


 


As of January 21, 2005


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Re:  PURCHASE INCENTIVES


 


Dear Ladies and Gentlemen:


 


Northwest Airlines, Inc. (“Northwest”), and AVSA, S.A.R.L. (“AVSA”),
have entered into an Airbus A330 Purchase Agreement, dated December 21,
2000 (as amended from time to time prior to the date hereof, the “Agreement”).   The Agreement covers, among other things,
the sale by AVSA and the purchase by Northwest of certain aircraft, under the
terms and conditions set forth therein. 
The parties hereto have agreed that this Amended and Restated Letter
Agreement No. 1 to the Agreement (this “Letter Agreement”) shall amend and
restate in its entirety Letter Agreement No. 1 of the Agreement, which set
forth certain additional terms and conditions regarding the sale of the
aircraft under the Agreement (the “Aircraft”).


 


Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned thereto in the Agreement.  The terms “herein,” “hereof” and “hereunder”
and words of similar import refer to this Letter Agreement.


 


The parties hereto agree that this Letter Agreement shall constitute an
integral, nonseverable part of the Agreement, that the provisions of the
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of the Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement shall
govern.


 


9





















 


1.                                                                                       AVSA CREDIT MEMORANDA FOR ALL
AIRCRAFT THAT ARE A330-300 MODEL AIRCRAFT


 


1.1                                                                                 AIRCRAFT THAT ARE A330-300 MODEL
AIRCRAFT OTHER THAN ADDITIONAL A330-300 AIRCRAFT


 


1.1.1                                                                        AVSA will provide to Northwest
upon delivery of each Aircraft that is an A330-300 model aircraft, other than
Additional A330-300 Aircraft, the credit memoranda listed below in
Subparagraphs 1.1(i) through 1.1(v):


 


(i)                                     ***


 


(ii)                                  ***


 


(iii)                               ***


 


(iv)                              ***


 


(v)                                 ***


 


(vi)                              ***


 


Hereinafter, the***are collectively referred to as the “AVSA Credit
Memoranda.”


 


1.1.2                                                                        The AVSA Credit Memoranda have
been established in accordance with January 2000 delivery conditions
(dollars) and will be revised to the actual delivery date of each Aircraft in
accordance with the Airframe Price Revision Formula set forth in Exhibit D
to the Agreement.


 


1.1.3                                                                        Each AVSA Credit Memorandum will be
applied by AVSA against the Final Contract Price of each Aircraft that is an
A330-300 model aircraft, other than Additional A330-300 Aircraft.


 


1.2                                                                                 ADDITIONAL A330-300 AIRCRAFT


 


1.2.1                                                                        Upon delivery of each Additional
A330-300 Aircraft under Amendment No. 7, AVSA will provide to Northwest
the credit memoranda listed below in Subparagraphs 1.2(a) through 1.2(c):


 


(a)                                  ***;


 


(b)                                 *** and


 


(c)                                  ***


 


1.2.2                                                                        The *** and *** have been established in
accordance with July 2004 delivery conditions (dollars) and will be
revised to the actual delivery date of each applicable Additional A330-300
Aircraft in accordance with *** and, together with the ***, at Northwest’s
option, will be (i) applied by AVSA against the Final Contract Price of
each


 


10





















 


applicable
Additional A330-300 Aircraft or (ii) used by Northwest for the purchase of
goods and services from AVSA or any of its Affiliates.


 


1.2.3                                                                        ***


 


1.3.                                                                              CREDIT MEMORANDA FOR FIRM AIRCRAFT


 


1.3.1                                                                        AVSA will provide to Northwest
upon delivery of each of the twenty-four (24) Firm Aircraft the credit
memoranda listed below in Subparagraphs 1.1(i) through 1.1(ii):


 


(i)                                     ***; and


 


(ii)                                  ***


 


1.3.2                                                                        The *** has been established in
accordance with January 2000 delivery conditions (dollars) and will be
revised to the actual delivery date of each Aircraft in accordance with the
Airframe Price Revision Formula set forth in Exhibit D to the
Agreement.   ***


 


1.3.3                                                                        Each *** and*** will be applied by AVSA
against the Final Contract Price of each Firm Aircraft.


 


2.                                                                                       AVSA CREDIT MEMORANDA FOR
ADDITIONAL A330-200 AIRCRAFT


 


2.1                                                                                 In substitution for Northwest’s
rights to the Special Credit Memorandum under Paragraph 7.1 (ii) of
Amendment No. 2 of the Agreement, the Special Credit Memorandum will be
applicable to up to *** Additional A330-200 Aircraft.  Application of the Special Credit Memorandum
to such Additional A330-200 Aircraft will fully satisfy AVSA’s obligations with
respect to the Special Credit Memorandum under such Paragraph 7.1(ii).


 


2.2                                                                                 Upon delivery of each Additional
A330-200 Aircraft under Amendment No. 7, AVSA will provide to Northwest
the credit memoranda listed below in Subparagraphs 1.2(a) through 1.2(c):


 


(a)                                  ***


 


(b)                                 ***; and


 


(c)                                  ***


 


2.3                                                                                 The *** and*** have been established in
accordance with July 2004 delivery conditions (dollars) and will be
revised to the actual delivery date of each applicable Additional A330-200
Aircraft in accordance with *** and, at Northwest’s option, will be (i) applied
by AVSA against the Final Contract Price of each applicable Additional A330-200
Aircraft or (ii) used by Northwest for the purchase of goods and services
from AVSA or any of its Affiliates.


 


11





















 


3.                                                                                       CREDITS AS PRICE ADJUSTMENT


 


AVSA and Northwest agree that credits offered to Northwest pursuant to
the provisions of this Letter Agreement are intended to constitute an
adjustment to the purchase price of the Aircraft associated thereto.  Nothing in this Letter Agreement should be
read to provide an inference as to the characterization of credits found in
clauses or paragraphs of the Agreement other than this Letter Agreement.


 


4.                                                                                       ASSIGNMENT


 


Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of Northwest
hereunder shall not be assigned or transferred in any manner without the prior
written consent of AVSA, and any attempted assignment or transfer in
contravention of the provisions of this Paragraph 4 shall be void and of no
force or effect.


 


12





















 


If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and
return both copies to AVSA.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  



 


13





















 


*** Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


LETTER AGREEMENT NO. 2


 


AMENDED AND RESTATED LETTER AGREEMENT NO. 8


 


As of January 21, 2005


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Re:  PREDELIVERY PAYMENTS


 


Dear Ladies and Gentlemen:


 


Northwest Airlines, Inc. (“Northwest”), and AVSA, S.A.R.L. (“AVSA”),
have entered into an Airbus A330 Purchase Agreement, dated December 21,
2000 (as amended from time to time prior to the date hereof, the “Agreement”).   The Agreement covers, among other things,
the sale by AVSA and the purchase by Northwest of certain aircraft, under the
terms and conditions set forth therein. 
The parties hereto have agreed that this Amended and Restated Letter
Agreement No. 8 to the Agreement (this “Letter Agreement”) shall amend and
restate in its entirety Letter Agreement No. 8 of the Agreement (the “Original
Letter Agreement No. 8”), which set forth certain additional terms and
conditions regarding the sale of the aircraft under the Agreement (the “Aircraft”).


 


Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned thereto in the Agreement.  The terms “herein,” “hereof” and “hereunder”
and words of similar import refer to this Letter Agreement.


 


The parties hereto agree that this Letter Agreement shall constitute an
integral, nonseverable part of the Agreement, that the provisions of the
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement shall be governed by the provisions of the Agreement, except that if
the Agreement, as applicable, and this Letter Agreement have specific
provisions that are inconsistent, the specific provisions contained in this
Letter Agreement shall govern.


 


14





















 


1.                                       PREDELIVERY PAYMENT ***


 


1.1                                 ***


 


1.2                                 Firm Aircraft


 


1.2.1                        ***


 


1.2.2                        ***


 


1.2.3                        ***


 


1.3                                 ***


 


1.3.1                        ***


 


1.3.2                        ***


 


1.3.3                        ***


 


1.3.4                        Upon the termination of the
Agreement as to an Aircraft,


 


(i)                                     either (a) in the
circumstances contemplated in Subclauses 10.2, 10.3 or 10.5 of the Agreement,
or (b) in the circumstances contemplated in Subclauses 11.4 or 11.5 of the
Agreement, in the event that the ***;
and


 


(ii)                                  by Northwest pursuant to Subclause
21.2 of the Agreement, ***.


 


1.3.5                        ***


 


1.3.6                        ***


 


1.4                                 Additional Payments


 


***:


 


(i)                                     ***; and


 


(ii)                                  ***


 


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2.                                       ASSIGNMENT


 


Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of Northwest
hereunder shall not be assigned or transferred in any manner without the prior
written consent of AVSA, and any attempted assignment or transfer in
contravention of the provisions of this Paragraph 2 shall be void and of no
force or effect.


 


16





















 


If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and
return both copies to AVSA.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
  AVSA, S.A.R.L.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  



 


17