**Exhibit10.11**

 

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

 

Amendment No. 7

 

to the A330 Purchase Agreement

 

Dated as of December 21, 2000

 

Between

 

AVSA, S.A.R.L.

 

And

 

NORTHWEST AIRLINES, INC.

 

ThisAmendment No. 7 (hereinafter referred to as the “Amendment”) is enteredinto as of January 21, 2005, between AVSA, S.A.R.L., a société àresponsabilité limitée organized and existing under the laws of the Republic ofFrance, having its registered office located at 2, Rond-Point Maurice Bellonte,31700 Blagnac, France (hereinafter referred to as the “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 andthe purchase by Northwest of certain Airbus A330-300 aircraft (the “Aircraft”)which, together with all Exhibits, Appendices and Letter Agreements attachedthereto, and as amended by Amendment No. 1 dated as of November 26,2001, Amendment No. 2 dated as of December 20, 2002, Amendment No. 3dated 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. 6dated as of June 6, 2004, and notice dated as of July 29, 2004, ishereinafter called the “Agreement”;

 

WHEREAS, AVSA and Northwest have agreed to changes inthe Agreement; and

 

WHEREAS, capitalized terms used herein and not otherwisedefined 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.

 

INCONSIDERATION OF THE PROMISES AND PERFORMANCES HEREIN SOUGHT AND RECEIVED, THERECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, AVSA AND NORTHWESTAGREE AS FOLLOWS:

 

1

----

 

1.                                       **DEFINITIONS**

 

1.1**                                **Clause 1 of theAgreement is amended by the addition of the following definitions between thewords “QUOTE” and “UNQUOTE”:

 

QUOTE

 

AdditionalA330-200 Aircraft – either or both of the*** A330-200 model aircraft bearing rank numbers *** in the table inSubparagraph 2.4 of Amendment No. 7, which are to be purchased by AVSA and soldto Northwest pursuant to this Agreement, together with all components,equipment, parts and accessories installed in or on such aircraft and thePropulsion Systems installed thereon upon delivery.

 

AdditionalA330-300 Aircraft – any or all of the ***A330-300 model aircraft bearing rank numbers *** in the table in Subparagraph2.4 of Amendment No. 7, which are to be purchased by AVSA and sold to Northwestpursuant to this Agreement, together with all components, equipment, parts andaccessories installed in or on such aircraft and the Propulsion Systemsinstalled thereon upon delivery.

 

Additional A330 Aircraft - any or allof the Additional A330-300 Aircraft or Additional A330-200 Aircraft.

 

AmendmentNo. 7 – Amendment No. 7 to thisAgreement, dated as of January 21, 2005.

 

UNQUOTE

 

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

 

QUOTE

 

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

 

UNQUOTE

 

2

----

 

**2.            DELIVERY**

 

2.1           Accelerationof 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 AdditionalA330 Aircraft will be delivered to Northwest in accordance with the schedule belowin Subparagraph 2.4.

 

2.4           New Delivery Schedule

 

As a consequence of Subparagraphs 2.1, 2.2and 2.3 above, the delivery schedule in Subclause 9.1 of the Agreement ishereby 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 aftersignature of this Amendment.

 

UNQUOTE

 

2.5                                 Third-Party Release

 

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

 

4

----

 

Ifthird-party release is obtained, the schedule in Subparagraph 2.4 willremain 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 Aircraftbearing Rank No. ***, either

 

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

 

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

 

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

 

**3.****                                     ****OPTION AIRCRAFT AND PURCHASE RIGHTAIRCRAFT**

 

3.1                                 OptionAircraft

 

All Option Aircraft inthe Agreement are hereby canceled, and neither AVSA nor Northwest shall haveany further rights or obligations with respect thereto.

 

3.2                                 Purchase Right Aircraft

 

Thenumber of Purchase Right Aircraftin Subparagraph 3.1.1 of Letter Agreement No. 2 of the Agreement is herebyreduced from *** to ***, and Northwest’s right to exercisesuch Purchase Right Aircraft shall expire on ***.

 

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

 

QUOTE

 

3.2                                 Applicable Terms

 

On Purchase Right Aircraft Exercise, (i) notwithstandingthe 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 beextended to the applicable Purchase Right

 

5

----

 

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

 

UNQUOTE

 

**4.****                                     ****SPECIFICATION**

 

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

 

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

 

**5.****                                     ****FLEXIBILITY**

 

5.1                                 The “Flexibility Rights,” defined in LetterAgreement 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 A330Aircraft.

 

5.2                                 In respect of each of the *** bearing rank numbers *** in the schedule in Subparagraph2.4 above, AVSA grants Northwest the right to convert each such Additional A330-300Aircraft 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 AdditionalConversion Right by giving written notice to AVSA no later than ***months prior to the first day of thecalendar quarter in which the Aircraft to be converted is scheduled fordelivery.  The delivery position for aConverted A330-200 Aircraft and Converted A330-300 Aircraft will be within thesame calendar quarter as the delivery position of the Additional A330 Aircraftfrom which it was converted.  Subject toSubparagraph 2.1 of Letter Agreement No. 1 to this Amendment, the terms andconditions applicable to a Converted A330-200 Aircraft will be the same asthose that apply to Additional A330-200 Aircraft and the terms and conditionsapplicable to Converted A330-300 Aircraft will be the same as those that applyto Additional A330-300 Aircraft.  TheAdditional Conversion Right may be exercised separately with respect to each ofthe four (4) Additional A330 Aircraft referred to in this Subparagraph5.2; however, the Additional Conversion Right may be executed only once withrespect to each such Additional A330 Aircraft.

 

6

----

 

**6.****                                    ****PRICING**

 

6.1                                 BasePrices

 

The Base Priceof the Additional A330 Aircraft is set forth in Exhibit A to thisAmendment.

 

6.2                                 CreditMemoranda

 

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

 

6.3                                 ***

 

With respectsolely to AdditionalA330 Aircraft, the following provisions amend andreplace the quoted provisions of Subparagraph 3 of Letter Agreement No. 11of the Agreement.

 

QUOTE

 

***

***

 

***

***

***

***

 

###### UNQUOTE

######  

**7.**                                      **PREDELIVERY PAYMENTS**

 

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

 

**8.****                                    ****EFFECT OF THE AMENDMENT**

 

The provisionsof this Amendment are binding on both parties upon execution hereof. TheAgreement 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, related to the subject matter of this Amendment, it being understoodthat Paragraphs 9, 10, 11 and 12 of the Airbus A330-200/-300 Term Sheet, bearingreference no. 5328/14 and dated as of December 10, 2004, will survivesignature and execution of this Amendment, and that the date for the mutualagreement contemplated in such Paragraph 10 is hereby extended from January 21,2005, to January 28, 2005.  AVSA’sprice for the specification upgrade contemplated in such Paragraph 10 of theAirbus A330-200/-300 Term Sheet will not exceed *** expressed in January 2004 dollars subject to theapplicable price revision formula.

 

Both partiesagree that this Amendment will constitute an integral, nonseverable part ofsaid Agreement, and that this Amendment will be governed by the provisions ofsaid Agreement, except that if the Agreement and this Amendment have specificprovisions that are inconsistent, the specific provisions contained in thisAmendment will govern.

 

7

----

 

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

 

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

 

Ifthe foregoing correctly sets forth our understanding, please indicate youracceptance 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 FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTFOR 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 theterms and conditions set forth therein. The parties hereto have agreed that this Amended and Restated LetterAgreement No. 1 to the Agreement (this “Letter Agreement”) shall amend andrestate in its entirety Letter Agreement No. 1 of the Agreement, which setforth certain additional terms and conditions regarding the sale of theaircraft under the Agreement (the “Aircraft”).

 

Capitalized terms used herein and not otherwise defined herein shallhave 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 anintegral, nonseverable part of the Agreement, that the provisions of theAgreement are hereby incorporated herein by reference, and that this LetterAgreement shall be governed by the provisions of the Agreement, except that ifthe Agreement and this Letter Agreement have specific provisions that areinconsistent, the specific provisions contained in this Letter Agreement shallgovern.

 

9

----

 

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

 

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

 

1.1.1                                                                        AVSA will provide to Northwestupon delivery of each Aircraft that is an A330-300 model aircraft, other thanAdditional A330-300 Aircraft, the credit memoranda listed below inSubparagraphs 1.1(i) through 1.1(v):

 

(i)                                     ***

 

(ii)                                  ***

 

(iii)                               ***

 

(iv)                              ***

 

(v)                                 ***

 

(vi)                              ***

 

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

 

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

 

1.1.3                                                                        Each AVSA Credit Memorandum will beapplied by AVSA against the Final Contract Price of each Aircraft that is anA330-300 model aircraft, other than Additional A330-300 Aircraft.

 

1.2                                                                                 ADDITIONAL A330-300 AIRCRAFT

 

1.2.1                                                                        Upon delivery of each AdditionalA330-300 Aircraft under Amendment No. 7, AVSA will provide to Northwestthe 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 inaccordance with July 2004 delivery conditions (dollars) and will berevised to the actual delivery date of each applicable Additional A330-300Aircraft in accordance with *** and, together with the ***, at Northwest’soption, will be (i) applied by AVSA against the Final Contract Price ofeach

 

10

----

 

applicableAdditional A330-300 Aircraft or (ii) used by Northwest for the purchase ofgoods 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 Northwestupon delivery of each of the twenty-four (24) Firm Aircraft the creditmemoranda listed below in Subparagraphs 1.1(i) through 1.1(ii):

 

(i)                                     ***; and

 

(ii)                                  ***

 

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

 

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

 

2.                                                                                       AVSA CREDIT MEMORANDA FORADDITIONAL A330-200 AIRCRAFT

 

2.1                                                                                 In substitution for Northwest’srights to the Special Credit Memorandum under Paragraph 7.1 (ii) ofAmendment No. 2 of the Agreement, the Special Credit Memorandum will beapplicable to up to *** Additional A330-200 Aircraft.  Application of the Special Credit Memorandumto such Additional A330-200 Aircraft will fully satisfy AVSA’s obligations withrespect to the Special Credit Memorandum under such Paragraph 7.1(ii).

 

2.2                                                                                 Upon delivery of each AdditionalA330-200 Aircraft under Amendment No. 7, AVSA will provide to Northwestthe credit memoranda listed below in Subparagraphs 1.2(a) through 1.2(c):

 

(a)                                  ***

 

(b)                                 ***; and

 

(c)                                  ***

 

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

 

11

----

 

3.                                                                                       CREDITS AS PRICE ADJUSTMENT

 

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

 

4.                                                                                       ASSIGNMENT

 

Notwithstanding any other provision of this Letter Agreement or of theAgreement, this Letter Agreement and the rights and obligations of Northwesthereunder shall not be assigned or transferred in any manner without the priorwritten consent of AVSA, and any attempted assignment or transfer incontravention of the provisions of this Paragraph 4 shall be void and of noforce or effect.

 

12

----

 

If the foregoing correctly sets forth our understanding, please executethe original and one (1) copy hereof in the space provided below andreturn 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 FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTFOR 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 theterms and conditions set forth therein. The parties hereto have agreed that this Amended and Restated LetterAgreement No. 8 to the Agreement (this “Letter Agreement”) shall amend andrestate in its entirety Letter Agreement No. 8 of the Agreement (the “OriginalLetter Agreement No. 8”), which set forth certain additional terms andconditions regarding the sale of the aircraft under the Agreement (the “Aircraft”).

 

Capitalized terms used herein and not otherwise defined herein shallhave 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 anintegral, nonseverable part of the Agreement, that the provisions of theAgreement are hereby incorporated herein by reference, and that this LetterAgreement shall be governed by the provisions of the Agreement, except that ifthe Agreement, as applicable, and this Letter Agreement have specificprovisions that are inconsistent, the specific provisions contained in thisLetter 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 theAgreement as to an Aircraft,

 

(i)                                     either (a) in thecircumstances 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 theAgreement, in the event that the ***;and

 

(ii)                                  by Northwest pursuant to Subclause21.2 of the Agreement, ***.

 

1.3.5                        ***

 

1.3.6                        ***

 

1.4                                 Additional Payments

 

***:

 

(i)                                     ***; and

 

(ii)                                  ***

 

15

----

 

2.                                       ASSIGNMENT

 

Notwithstanding any other provision of this Letter Agreement or of theAgreement, this Letter Agreement and the rights and obligations of Northwesthereunder shall not be assigned or transferred in any manner without the priorwritten consent of AVSA, and any attempted assignment or transfer incontravention of the provisions of this Paragraph 2 shall be void and of noforce or effect.

 

16

----

 

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

 

 
|                     | Very truly yours, |
|--------------------------|-------------------|
|                     | AVSA, S.A.R.L.    |
|                     |              |
|                     | By:               |   |   |
|                     |              |
|                     | Its:              |   |   |
|                     |              |
| Accepted and Agreed      |              |
|                     |              |
| NORTHWEST AIRLINES, INC. |              |
|                     |              |
|                     |              |
| By:                      |              |   |   |
|                     |              |
| Its:                     |              |   |   |

 

17

----