**Exhibit 10.1**

 

***** Indicates CONFIDENTIAL MATERIAL OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT.**

 

 

Amendment No. 8

 

to the A330 Purchase Agreement

 

dated as of December 21, 2000

 

between

 

AVSA, S.A.R.L.

 

And

 

NORTHWEST AIRLINES, INC.

 

January6, 2006

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, MN  55121

 

Re: LETTER AGREEMENT NO.4: RELIABILITY GUARANTEES 

 

Ladies and Gentlemen:

 

Northwest Airlines, Inc. (“Northwest”) and AVSA, S.A.R.L. (“AVSA”),have entered into an A330 Purchase Agreement, dated as of December 21, 2000 (asamended from time to time, the “Agreement”), which covers, among other matters,the sale by AVSA and the purchase by Northwest of certain Aircraft, under theterms and conditions set forth in said Agreement. Northwest and AVSA haveagreed to set forth in this Amendment No. 8 to the Agreement (this “Amendment”)certain amendments to Letter Agreement No. 4 to the Agreement, also dated as ofDecember 21, 2000 (“L.A. No 4”). Capitalized terms used herein and nototherwise defined in this Amendment shall have the meanings assigned thereto inthe Agreement. The terms “herein,” “hereof” and “hereunder” and words ofsimilar import refer to this Amendment.

 

Representativesof Northwest and Airbus North America Customer Services, Inc., met at thefacilities of Northwest in Minneapolis on July 14, 2005, regarding theapplication of L.A. No. 4. Following that meeting, Northwest issued its ***,under L.A. No. 4, relating to ***.

 

1

----

 

1.             Amendment. Northwest and AVSA agree that the Aircraft and Converted FirmA330-200 Aircraft currently in service in Northwest’s fleet are operating withAchieved ODI Performance, Achieved On-Time Performance, Achieved 30-MinuteOn-Time Performance and Completion Factor within the guaranteed parameters setforth in Paragraph 3 of L.A. No. 4. Accordingly, AVSA and Northwest agree thatNorthwest will *** as specified in Paragraph 4.2(i) of L.A. No. 4, provided,however, that it will ***.

 

2.             Effect of Amendment. The provisions of this Amendment arebinding on each of the parties hereto upon the signature hereof by such parties.L.A. No. 4 will be deemed amended to the extent herein provided and, except asspecifically amended hereby, will continue in full force and effect inaccordance with its original terms. This Amendment supersedes any previousunderstandings, commitments or representations whatsoever, whether oral orwritten, relating to the subject matter of this Amendment. The parties agree that this Amendment willconstitute an integral, nonseverable part of L.A. No. 4, that the provisions ofL.A. No. 4 are hereby incorporated herein by reference, and that this Amendmentwill be governed by the provisions of L.A. No. 4, except that if L.A. No. 4 andthis Amendment have specific provisions that are inconsistent, those set forthin this Amendment will govern. Northwest and AVSA agree that this Amendmentwill not be deemed to be an assumption under the U.S. Bankruptcy Code byNorthwest of either L.A. No. 4 or the Agreement.

 

3.             Confidentiality. This Amendment is subject to theconfidentiality provisions set forth in Clause 22.4 of the Agreement.

 

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 |
|                          |                                                          |                |  |  |  |  |

 

2

----