**Exhibit10.2**

 

***** Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT. **

 

 

Amendment No. 9

 

to the A330 Purchase Agreement

 

Dated as of December 21, 2000

 

Between

 

AVSA, S.A.R.L.

 

And

 

NORTHWEST AIRLINES, INC.

 

ThisAmendment No. 9 (hereinafter referred to as the “**Amendment**”) is entered into as of January 23, 2006, betweenAVSA, S.A.R.L., a société à responsabilité limitée organized and existing underthe laws of the Republic of France, having its registered office located at 2,Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to asthe “**AVSA**”), and NORTHWESTAIRLINES, INC., a corporation organized and existing under the laws of the Stateof Minnesota, United States of America, having its principal corporate officeslocated at 2700 Lone Oak Parkway, Eagan, Minnesota 55121, USA (hereinafterreferred to as the “**Northwest**”).

 

WITNESSETH

 

WHEREAS, Northwest and AVSA entered into an A330 PurchaseAgreement, dated as of December 21, 2000, relating to the sale by AVSA and thepurchase by Northwest of certain Airbus A330-300 aircraft (the “**Aircraft**”) which, together with allExhibits, Appendices and Letter Agreements attached thereto, and as amended byAmendment No. 1 dated as of November 26, 2001, Amendment No. 2 dated as ofDecember 20, 2002, Amendment No. 3 dated as of April 30, 2003, Amendment No. 4dated as of December 18, 2003, Amendment No. 5 dated as of April 13, 2004,Amendment No. 6 dated as of June 6, 2004, notice dated as of July 29, 2004,Amendment No. 7 dated as of January 21, 2005, and Amendment No. 8, dated as ofJanuary 6, 2006, is hereinafter called the “**Agreement**.”

 

WHEREAS, Northwest and AVSA entered into a ProductSupport Agreement for Airbus A330 Aircraft among and between AVSA, NWA andAirbus North America Customer Services, Inc. (formerly known as Airbus ServiceCompany, Inc.), dated as of December 21, 2000, which has been subsequentlyamended prior to the date of this Amendment (the “**A330 PSA**”).

 

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WHEREAS, Northwest and AVSA entered into an A319Purchase Agreement, dated as of September 19, 1997, which has been subsequentlyamended prior to the date of this Amendment (the “**A319 PA**”).

 

WHEREAS, on September14, 2005, Northwest and certain of its affiliated companies commenced Chapter11 cases by filing voluntary petitions for relief under Chapter 11 of theBankruptcy Code in the United States Bankruptcy Court, Southern District of NewYork (the **“Court”**) Chapter 11Case No.  05-17930 (ALG) (the **“Case”**).

 

WHEREAS,AVSA, Airbus S.A.S., Airbus North America Customer Services, Inc., AirbusLeasing IV, Inc., Airbus Financial Services and Airbus Finance Company Limitedand Northwest entered into an agreement titled “Northwest Restructuring TermSheet,” dated as of December 7, 2005 (the “**TermSheet**”).

 

WHEREAS,on December 22, 2005, the Court approved a motion seeking authorization toimplement all aspects of the Term Sheet.

 

WHEREAS,Northwest wishes to amend the Agreement as contemplated by the Term Sheet, andAVSA is willing to agree to such amendment, upon the terms and conditions setforth herein.

 

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

 

**NOW,THEREFORE, IT IS AGREED AS FOLLOWS:**

** **

**1.****            ****FLEXIBILITY AND DELIVERY**

 

1.1           Conversion Rights

 

Inrespect only of the ***Aircraft scheduled for delivery in *** 2007 (bearing CACId. No. 191419), AVSA  *** AdditionalConversion Right  (under Paragraph 5.2 ofAmendment No. 7 of the Agreement). Therefore, Northwest may ***

 

1.2           *** Rights

 

1.2.1         ***

 

1.2.2        If AVSA***

 

1.3           Delivery

 

AVSA and Northwestacknowledge that the name of Aircraft No. 27 in the amended delivery scheduleset forth in Subparagraph 2.4 of Amendment No. 7 of the Agreement is incorrect,and that CAC Id. Nos. have been provided to Northwest for Aircraft Nos. 23, 25,26 and 28 through 32 in such schedule. Therefore, the delivery schedule in Subclause 9.1 of the Agreement ishereby canceled and replaced by the following quoted

 

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delivery schedule, and thesentence following such delivery schedule in such Amendment No. 7 is deleted:

 

# 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           |       | A330-200 Converted Firm A330-200 Aircraft  |       | Oct-04             |
| 14       |       | 95273           |       | A330-200 Converted Firm A330-200 Aircraft  |       | Oct-04             |
| 15       |       | 95274           |       | A330-200 Converted Firm A330-200 Aircraft  |       | Nov-04             |
| 16       |       | 95275           |       | Firm Aircraft (A330-300)                   |       | May-05             |
| 17       |       | 95276           |       | Firm Aircraft (A330-300)                   |       | Jul-05             |
| 18       |       | 95278           |       | Firm Aircraft (A330-300)                   |       | Sep-05             |
| **19**   |       | 95281           |       | Converted  Firm A330-200 Aircraft          |       | Jan-06             |
| **20**   |       | 95280           |       | Converted  Firm A330-200 Aircraft          |       | Feb06              |
| 21       |       | 95263           |       | ***                                        |       | ***-06             |
| **22**   |       | 95277           |       | ***                                        |       | ***-06             |
| **23**   |       | 191414          |       | ***                                        |       | ***-06             |
| **24**   |       | 95279           |       | ***                                        |       | ***-06             |
| **25**   |       | 191415          |       | ***                                        |       | ***-07             |
| **26**   |       | 191416          |       | ***                                        |       | ***-07             |
| 27       |       | 95265           |       | ***                                        |       | ***-07             |
| **28**   |       | 191417          |       | ***                                        |       | ***-07             |
| **29**   |       | 191418          |       | ***                                        |       | ***-07             |
| **30**   |       | 191419          |       | ***                                        |       | ***-07             |
| **31**   |       | 191420          |       | ***                                        |       | ***-07             |
| **32**   |       | 191421          |       | ***                                        |       | ***-07             |

 

UNQUOTE

 

**2.****            ****PREDELIVERY PAYMENTS**

 

2.1           *** (the “**RemainingA330s**”).  

 

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2.2           ***

 

***RemainingA330s as ****as follows ****

 
| **Rank** | ** ** | **CAC Id. No.** | ** ** | **Aircraft**                      | ** ** | **Delivery Month** | ** ** | ******* |
|----------|------------|-----------------|------------|-----------------------------------|------------|--------------------|------------|---------|
| **19**   |       | 95281           |       | Converted  Firm A330-200 Aircraft |       | Jan-06             |       | ***     |
| **20**   |       | 95280           |       | Converted  Firm A330-200 Aircraft |       | Feb06              |       | ***     |
| 21       |       | 95263           |       | ***                               |       | ***-06             |       |    |
| **22**   |       | 95277           |       | ***                               |       | ***-06             |       | ***     |
| **23**   |       | 191414          |       | ***                               |       | ***-06             |       | ***     |
| **24**   |       | 95279           |       | ***                               |       | ***-06             |       | ***     |
| **25**   |       | 191415          |       | ***                               |       | ***-07             |       | ***     |
| **26**   |       | 191416          |       | ***                               |       | ***-07             |       | ***     |
| 27       |       | 95265           |       | ***                               |       | ***-07             |       | ***     |
| **28**   |       | 191417          |       | ***                               |       | ***-07             |       | ***     |
| **29**   |       | 191418          |       | ***                               |       | ***-07             |       | ***     |
| **30**   |       | 191419          |       | ***                               |       | ***-07             |       | ***     |
| **31**   |       | 191420          |       | ***                               |       | ***-07             |       | ***     |
| **32**   |       | 191421          |       | ***                               |       | ***-07             |       | ***     |

 

Ifany of the Remaining A330s is converted to another aircraft type, in accordancewith the Agreement as amended by this Amendment, the foregoing *** will remainunchanged from the *** listed in the above table.

 

2.3           Letter Agreement No. 8

 

Subparagraphs 1.2 and1.3.1 through 1.3.5 of Letter Agreement No. 8 of the Agreement  (as amended and restated in Letter AgreementNo. 2 to Amendment No. 7 of the A330 PA) (“**LetterAgreement No. 8**”) are canceled and replaced by the text in thefollowing quoted provisions:

 

QUOTE

 

1.2           FirmAircraft

 

1.2.1        ***

 

1.2.2        ***

 

1.2.3        ***

 

1.3           ***

 

1.3.1        ***

 

1.3.2        ***

 

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1.3.3        ***

 

1.3.4

 

1.3.4        ***

 

(i)            ***

 

(ii)           ***

 

1.3.5        ***

 

UNQUOTE

 

**3.**             **PURCHASE INCENTIVES**

 

3.1           AVSA grants Northwest a credit in an amountequal to the ***  AVSA will make anamount equal to this credit available to Northwest at delivery of each of the*** currently scheduled to be delivered in *** and *** 2006 (two (2) A330-200model Remaining A330s) and *** and *** 2006 (two (2) A330-300 model RemainingA330s), bearing, respectively, CAC Id. Nos. 95281, 95277, 95277, 95279 (each,an *** “**Aircraft**”) in the followingamounts (each, an *** “**Credit**”): 

 

(i)            in respect of each A330-300 model *** Aircraft,US  *** US dollars), at September 2003delivery conditions; and

 

(ii)           inrespect of each A330-200 model *** Aircraft, US *** US dollars), at July 2004delivery conditions.

 

3.2           The *** Credits set forth in Paragraph 3.1(i)for A330-300 model *** Aircraft have been established in accordance withSeptember 2003 delivery conditions (dollars) and *** Aircraft ***

 

Theamount of each such *** Credit will be adjusted from September 2003 *** 

 

ECIb       =              average ECI-SIC-3721W for August 2002/September2002/October 2002 (162.7)

 

ICb          =              average IC-Index for August 2002/September2002/October 2002 (133.8)

 

3.3           The *** Credits set forth in Paragraph 3.1(ii)for A330-200 model *** Aircraft have been established in accordance with July2004 delivery conditions (dollars) and will be revised to the actual deliverydate of each applicable A330-200 model *** Aircraft in accordance with ***

 

Theamount of each such * Credit will be adjusted from July 2004 ***

 

ECIb       =              average ECI-SIC-3721W for June 2003/July 2003/August 2003 (167.2)

 

ICb          =              average IC-Index for June 2003/July 2003/August 2003 (139.1)

 

3.4           Each*** Credit will be applied by AVSA against the Final Contract Price of the applicable*** Aircraft.

 

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**4.**             **CONDITIONSPRECEDENT**

 

Each of the obligations of AVSA is contingent on all of the conditionsbelow being met:

 

(i)            The Court order dated December 22, 2005 and entitled, “ORDERAUTHORIZING DEBTOR NORTHWEST AIRLINES, INC. TO (I) OBTAIN POST PETITIONFINANCING AND GRAND SECURITY INTERESTS AND LIENS WITH RESPECT THERETO, (II)ASSUME CERTAIN AMENDED SUBLEASE AND PURCHASE AGREEMENTS, (III) USE CASHCOLLATERAL TO PURCHASE AND LEASE AIRCRAFT, (IV) IMPLEMENT ALL OTHER ASPECTS OFTHE TERM SHEET AND (V) FILE AGREEMENTS UNDER SEAL”, has not been reversed,modified, vacated or stayed (the “**Order**”).

 

(ii)           Assumption of the A319 PA, ***as amended in accordance with the Term Sheet, and A330 PSA.

 

(iii)          Completion of all amendmentscontemplated in the Term Sheet and any other documentation required under theTerm Sheet.

 

**5.****            ****MISCELLANEOUS**

 

**5.1****         ****UnsecuredClaims**

 

No provision of this Amendment will be construed as an agreement by AVSAto limit any unsecured claim it may have against Northwest or any of itsAffiliates.

 

**5.2****         ****Plan ofReorganization**

 

Nothing in this Amendment is intended to constitute a limitation on theright of AVSA to vote with respect to any plan of reorganization proposedby or in respect of Northwest.

 

**6.****          ****EFFECT OF THE AMENDMENT**

 

The Agreement will bedeemed amended to the extent herein provided, and, except as specificallyamended hereby, will continue in full force and effect in accordance with itsoriginal terms.

 

**7.****            ****ASSUMPTION**

 

Northwest hereby assumesthe Agreement, as amended by this Amendment, as authorized in the Order.

 

**8.****            ****LIMITATIONOF ADMINISTRATIVE CLAIM**

 

The amount that may be asserted by AVSA under 11 U.S.C. §503 as anadministrative priority claim is limited as set forth in this Paragraph 8.  Such limitation will apply solely in

 

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the event Northwest defaults with respect to the Agreement in connectionwith a liquidation by Northwest under Chapter 7 or Chapter 11 of the U.S.Bankruptcy Code.   The amount that may beclaimed under such section will not exceed the aggregate amount of the PDP Fundheld by AVSA from time to time under the Agreement.  All such amounts will constitute liquidateddamages and Northwest will not have any right to claim that AVSA does not havethe right to retain the entire amount thereof.  In all circumstances other than a liquidation specified in the secondsentence of this Paragraph 8, there will be no limitation on any claim of AVSAor any of its Affiliates under 11 U.S.C. §503 in respect of the Agreement.

 

**9.****          ****CONFIDENTIALITY**

 

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

 

**10.****         ****ASSIGNMENT**

 

Northwest may not assign its rights under this Amendment without theconsent of AVSA.

 

**11.****         ****COUNTERPARTS**

 

ThisAmendment may be signed in any number of separate counterparts.  Each counterpart, when signed and delivered(including counterparts delivered by facsimile transmission), will be anoriginal, and the counterparts will together constitute one same instrument.

 

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IN WITNESS WHEREOF, theparties have caused this Amendment to be signed by their respective officersthereunto duly authorized as of the day and year first above written.

 

 
| NORTHWEST AIRLINES, INC. |                                                     | AVSA, S.A.R.L. |   |
|--------------------------|----------------------------------------------------------|----------------|--------|
|                     |                                                     |           |   |
|                     |                                                     |           |
| By:                      | /s/ Daniel  B. Matthews                                  |           |   | By: | /s/ Marie-Pierre Merle Beral |   |
|                     |    Daniel B. Matthews                     |           |   |    Marie-Pierre  Merle Beral |
|                     |    Senior  Vice President & Treasurer |           |   |    Chief  Executive Officer |
|                          |                                                          |                |        |  |  |  |  |

 

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