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Exhibit 10.15  


        [Confidential
Information Omitted] 


 
 

Amendment No. 2
  To the A330 Purchase Agreement
  Dated as of December 21, 2000    
    
    Between    
    
    AVSA, S.A.R.L.    
    
    And    
    
    NORTHWEST AIRLINES,
 INC.    
  


        This Amendment No. 2 (hereinafter referred to as this "Amendment") is entered into as of December 20, 2002, 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 "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
"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 Industrie A330-300 aircraft (the "Aircraft") which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended by Amendment
No. 1 thereto dated as of November 26, 2001, is hereinafter called the "Agreement." 


        WHEREAS,
AVSA and Northwest have agreed to certain changes in the Aircraft delivery schedule and in other terms of the Agreement. 


        WHEREAS,
capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Amendment. Both parties agree that this Amendment shall constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the
Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment shall govern. 


        NOW,
THEREFORE, IT IS AGREED AS FOLLOWS: 


1.    RESCHEDULING    


1.1    Northwest
and AVSA have agreed to reschedule one Firm Aircraft as follows: 



	Firm Aircraft in the Agreement
 
	 	Firm Aircraft in this Amendment
 

	

2005CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (No. 22)	
 	

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (No. 24)





1





 

1.2    Subparagraph
2.1 of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



        The
Option Aircraft will be scheduled for delivery at the rate of one (1) per quarter starting in the third calendar quarter of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. and ending in the second calendar quarter ofCONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.. 


UNQUOTE



2.    RESCHEDULING AND AIRCRAFT TYPE CONVERSIONS    


        Northwest
and AVSA have agreed to reschedule and convert Firm Aircraft into Converted Firm A330-200 Aircraft as follows: 



	Firm Aircraft in the Agreement
 
	 	Converted Firm A330-200 Aircraft in this Amendment

	CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2003 (No. 6)	 	CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
	

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004 (No. 8)	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2005 (No. 20)	
 	

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





2





 

3.    AIRCRAFT TYPE CONVERSIONS WITH NO RESCHEDULING    


        Northwest
and AVSA have agreed to convert Firm Aircraft into Converted Firm A330-200 Aircraft as follows: 



	Firm Aircraft in the Agreement
 
	 	Converted Firm A330-200 Aircraft in this Amendment

	CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004 (No. 11)	 	CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
	

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004 (No. 12)	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004 (No. 13)	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004 (No. 14)	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2005 (No. 15)	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2005 (No. 16)	
 	

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

 




3





 

	

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2005 (No. 17)	
 	

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






4.    DELIVERY    


        As
a consequence of Subparagraph 1.1 and Paragraphs 2 and 3 above, the delivery schedule in Subclause 9.1 of the Agreement is hereby canceled and replaced by the following quoted
delivery schedule for Firm Aircraft and Converted Firm A330-200 Aircraft: 


QUOTE




	Aircraft No.
	 	Aircraft Type
	 	Month/Year of

Delivery
	 	Aircraft

No.
	 	Aircraft Type
	 	Month/Year of Delivery

	

1	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2003	
 	

13	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	

2	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2003	
 	

14	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



4





 

	

3	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2003	
 	

15	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	

4	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2003	
 	

16	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	

5	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2003	
 	

17	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	

6	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

18	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2005
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



5





 

	

7	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

19	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2006
	

8	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

20	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2006
	

9	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

21	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2007
	
 	
 	

 	
 	

 	
 	

 	
 	

 	
 	

 



6





 

	

10	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

22	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2007
	

11	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 2004	
 	

23	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2008
	

12	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2004	
 	

24	
 	

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

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.2008





UNQUOTE 


5.    PURCHASE RIGHT AIRCRAFT    


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


QUOTE



3.2    Applicable Terms    


        On
Purchase Right Aircraft Exercise, (i) the price terms that apply to Option Aircraft will be extended to the applicable Purchase Right Aircraft, so long as such Purchase Right
Aircraft is scheduled for delivery to Northwest before the end ofCONFIDENTIAL MATERIAL OMITTED AND 


7





 




FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT., (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 


6.    FLEXIBILITY    


6.1    Conversion Rights    


6.1.1    Conversion Rights to A330-300    


        AVSA
grants Northwest the right to convert into a firmly ordered A330-300 model Aircraft each Converted Firm A330-200 Aircraft, Option Aircraft and Purchase Right
Aircraft identified below (a "Converted Firm A330-300 Aircraft"): 



	(i)
	each
Converted Firm A330-200 Aircraft,



	(ii)
	each
Option Aircraft that has been converted to a Converted Firm A330-200 Aircraft pursuant to Paragraph 4.1 of Letter Agreement
No. 2 of the Agreement (as amended below in this Amendment), and



	(iii)
	each
Purchase Right Aircraft that has been converted into a Converted Firm A330-200 Aircraft pursuant to Paragraph 4.1 of Letter
Agreement No. 2 of the Agreement (as amended below in this Amendment). 




        Northwest
may exercise this right by giving written notice to AVSA no later than CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.months prior to the first day of the month in which the Aircraft to be converted is scheduled for delivery (the "A330-300 Conversion Right"). The
delivery position for a Converted Firm A330-300 Aircraft will be CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT. 


6.1.2    Conversion Rights to A330-200    



        The
first sentence of Paragraph 4.1 of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



        AVSA
grants Northwest the right to convert Firm Aircraft into firmly ordered A330-200 aircraft (the "Converted Firm A330-200 Aircraft") as follows: 



	(i)
	the
Firm Aircraft scheduled for delivery in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.



	(ii)
	each
Firm Aircraft scheduled for delivery inCONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.;



	(iii)
	the
A330-300 model Firm Aircraft scheduled for delivery in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 



8






 



	(iv)
	each
Option Aircraft that has become an A330-300 model Aircraft as the result of an option exercise; and



	(v)
	each
Purchase Right Aircraft that has been converted to an Aircraft in accordance with Paragraph 3 above. 




UNQUOTE



6.1.3    Paragraph 4.2
of Letter Agreement No. 2 of the Agreement, regarding the A330-500 Conversion Right, is hereby canceled. As a consequence of this
cancellation, all references in the Agreement to Converted Firm A330-500 Aircraft are hereby deemed without effect. 


6.1.4    Terms and Conditions of A330 Conversion Rights    


        The
first sentence of Paragraph 4.4 of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



        The
A330-300 Conversion Right and the A330-200 Conversion Right will be referred to individually and collectively as an "A330 Conversion Right." 



UNQUOTE 


        Paragraph 4.4.4
of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



        In
respect only of Converted Firm A330-300 Aircraft that were previously converted into Converted Firm A330-200 Aircraft from Firm Aircraft, Option Aircraft or
Purchase Right Aircraft in accordance with Subparagraph 4.1 of this Letter Agreement, Paragraph 1 of Letter Agreement No. 1 to the Agreement will apply. 



        In
respect only of Converted Firm A330-300 Aircraft that were previously converted into Converted Firm A330-200 Aircraft from Firm Aircraft, Paragraph 2 of
Letter Agreement No. 1 to the Agreement will apply. 


        In
respect of Converted Firm A330-200 Aircraft, the pricing in Appendix A to this Letter Agreement No. 2 will apply. 


UNQUOTE



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


        Paragraph 6.1
of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



6.1    AVSA
grants Northwest the right to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 



	(i)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(a)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 






9











  




	(b)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(c)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(d)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 





	(ii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(iii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(iv)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 




UNQUOTE 


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


        Paragraph 7
of Letter Agreement No. 2 of the Agreement, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.is hereby canceled. As a consequence of this cancellation, all references in the Agreement to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 


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


        Paragraph 8
of Letter Agreement No. 2 of the Agreement, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.is hereby canceled. As a consequence of this cancellation, all references in the Agreement to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 


10





 



6.5    Irrevocable Exercise of Flexibility Rights    



        Paragraph 9
of Letter Agreement No. 2 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE 


9.    IRREVOCABLE EXERCISE OF FLEXIBILITY RIGHTS    


        The
A330 Conversion Right, A340 Conversion Right, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.be referred to individually and collectively as a "Flexibility Right." No Aircraft or Converted Firm A330-200 Aircraft may be the object of more than one Flexibility Right,
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.except that an Aircraft or Converted Firm
A330-200
Aircraft which has benefited from the exercise of a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.may
also be the object of a subsequent A330 Conversion Right or A340 Conversion Right, and an Aircraft or Converted Firm A330-200 Aircraft that has benefited from the exercise of an A330
Conversion Right or A340 Conversion Right may also be the subject of a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.subject to the terms of the A330 Conversion Right, or A340 Conversion Right, unless agreed otherwise between Northwest and AVSA. 


UNQUOTE 


7.    PRICING    


7.1    Upon
delivery to Northwest of each of 



	(i)
	the
initial CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.Converted Firm A330-200 Aircraft (the "Initial Converted Firm A330-200 Aircraft") and



	(ii)
	the
first CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.Option Aircraft that are converted into a Converted Firm A330-200 Aircraft and delivered after delivery of the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.Firm Aircraft, 




        AVSA
will provide to Northwest a special airframe credit memorandum in the amount of US $CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. (US dollars—CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.) (the "Special Credit Memorandum"). 


7.2    As
a consequence of Paragraph 7.1 above, the definition of Converted Firm A330-200 Aircraft Credit Memoranda in the final sentence of Paragraph 2.1 of
Appendix A to Letter Agreement No. 2 of the Agreement is hereby amended to include the Special Credit Memorandum. Therefore, Paragraphs 


11





 




2.2 and 2.3 of Appendix A to Letter Agreement No. 2 of the Agreement apply to the Special Credit Memorandum. 



7.3    Should
Northwest CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.any of the Initial
Converted Firm A330-200 Aircraft, the Special Credit Memorandum will be CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. 


7.4    Northwest
and AVSA acknowledge that in July 2001 the U.S. Bureau of Labor Statistics announced a change in the methodology of calculation of HE SIC 3724. Therefore, in
accordance with Paragraph 5.4 of Exhibit E (PW) to the Agreement, (i) the Reference Price of the Pratt & Whitney PW 4168A Propulsion Systems set forth in
Clause 4.1.2.1 of the Agreement will now reflect February 2001 economic conditions, instead of December 1998 economic conditions and (ii) Exhibit E (PW) will now
also reflect February 2001 economic conditions. 


        The
clauses numbered 4.1.2.1 in the Agreement that set forth pricing for the General Electric CF6-80-E1A3 and Rolls Royce Trent 772B Propulsion Systems are
deleted, and the second sentence of the remaining Clause 4.1.2.1 is canceled and replaced with the following quoted text: 


QUOTE



        Said
Base Price has been calculated with reference to the Reference Price indicated by Pratt & Whitney of US$ CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.(US dollars—CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.) in accordance with economic conditions prevailing in February 2001. 


UNQUOTE



        Exhibit E
(PW) to the Agreement is canceled and replaced with Exhibit A to this Amendment, which reflects changes in Paragraphs 1, 2 and 4 of Exhibit E (PW). 


8.    PREDELIVERY PAYMENTS    



        In
order to reflect the new Firm Aircraft and Converted Firm A330-200 Aircraft delivery schedule and fleet mix, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 


        Subparagraph
2.2 of Letter Agreement No. 8 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



2.1    Option Aircraft and Purchase Right Aircraft    



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


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


12





 



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



UNQUOTE 


        Subparagraph
2.3 of Letter Agreement No. 8 of the Agreement is hereby modified to include the new following text: 


QUOTE



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


UNQUOTE



        Subparagraph
2.4.2 of Letter Agreement No. 8 of the Agreement is canceled and replaced with the following quoted text: 



QUOTE 


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


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



	(i)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(ii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 




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


	(1)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(2)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(3)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 





	(iii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 



13





 



	(iv)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 




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


UNQUOTE



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


9.1    Paragraphs
3 and 4 of Letter Agreement No. 11 of the Agreement will apply to Firm Aircraft and Converted Firm A330-200 Aircraft in this Amendment No. 2
(including Converted Firm A330-200 Aircraft converted from Firm Aircraft in accordance with this Amendment) CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 


9.2    In
addition, Paragraph 3 of Letter Agreement No. 11 of the Agreement will be amended to include the following quoted text: 


QUOTE



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



	(i)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(ii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 




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



	(i)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.



	(ii)
	CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. 






UNQUOTE 


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


        The
first paragraph of Paragraph 1.1 of Letter Agreement No. 10 of the Agreement is canceled and replaced with the following quoted text: 


QUOTE



14





 



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


UNQUOTE



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


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



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


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


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


13.    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. 


        Both
parties agree that this Amendment will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by
reference, 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. 


14.    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. 



Very
truly yours,

AVSA, S.A.R.L. 


By:
/s/  MARIE-PIERRE MERLE-BERAL      


15





 



Its:
AVSA Chief Executive Office 



	 	 	Accepted and Agreed,

NORTHWEST AIRLINES, INC.
	

 	
 	

By:	
 	

/s/  GREG MAY      
	

 	
 	

Its:	
 	

Vice President Purchasing & Aircraft Acquisitions



16











   EXHIBIT A to Amendment No. 2 to the Agreement

EXHIBIT E (PW)  


PRATT & WHITNEY PRICE REVISION FORMULA  


        l.    REFERENCE PRICE    


        The
Reference Price of the Pratt & Whitney PW 4168A Propulsion Systems is as quoted in Subclause 4.1.2.1 of the Agreement. 


        This
Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in
accordance with the provisions of Paragraphs 4 and 5 of this Exhibit E. 


        2.    REFERENCE PERIOD    


        The
above Reference Price has been established in accordance with the economic conditions prevailing in February 2001, as defined, according to Pratt & Whitney, by the HEb
and ICb index values indicated in Paragraph 4 of this Exhibit E. 


        3.    REFERENCE INDEXES    



        Labor Index:    "Aircraft Engines and Engine Parts," Standard Industrial Classification 3724—Average hourly earnings
(hereinafter referred to as "HE SIC 3724"), published by the US Department of Labor, Bureau of Labor Statistics, in "Employment and Earnings," (Table B-15: Average hours and earnings of
production or nonsupervisory workers on private nonfarm payrolls by detailed industry) or such other names that may be from time to time used for the publication title and/or table. 


        Material Index:    "Industrial Commodities" (hereinafter referred to as "IC-Index"), published monthly by the US
Department of Labor, Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6: Producer prices indexes and percent changes for commodity groupings and individual items, not seasonally adjusted)
or such other names that may be from time to time used for the publication title and/or table. (Base year 1982 = 100). 


        4.    REVISION FORMULA    



	Pn	 	=	 	Pb × [0.65(HEn/HEb) + 0.35(ICn/ICb)]
	

Where	
 	

 	
 	

 
	

Pn	
 	

=	
 	

Revised Reference Price of the Propulsion Systems at delivery of the Aircraft
	

Pb	
 	

=	
 	

Reference Price at economic conditions February 2001
	

HEn	
 	

=	
 	

HE SIC 3724 for the sixth month prior to the month of delivery of the Aircraft
	

HEb	
 	

=	
 	

HE SIC 3724 for February 2001 (= 20.30)
	

ICn	
 	

=	
 	

IC-Index for the sixth month prior to the month of delivery of the Aircraft
	

ICb	
 	

=	
 	

IC-Index for February 2001 (= 139.7)
	

 	
 	

 	
 	

 






        In
each computation, if the next succeeding place is five (5) or more the preceding decimal place will be raised to the next higher figure. In determining the Revised Reference
Price, each quotient will be calculated to the nearest ten thousandth (4 decimals). The final factor will be rounded to the nearest ten-thousandth (4 decimals). 


        After
final computation, Pn will be rounded to the next whole number. 


16






 



        5.    GENERAL PROVISIONS    


        5.1  The
Revised Reference Price at delivery of the Aircraft will be the final price and will not be subject to further adjustments in the indexes. 


        5.2  The
Revised Reference Price at delivery of the Aircraft will in no event be less than the Reference Price defined in Paragraph 1 of this Exhibit E. 



        5.3  If
no final index value is available for any of the applicable months, the published preliminary figures will be the basis on which the Revised Reference Price will be
computed. 


        5.4  If
the US Department of Labor substantially revises the methodology of calculation of the indexes referred to in this Exhibit E or discontinues any of these
indexes, AVSA will, reflect the substitute for the revised or discontinued index selected by Pratt & Whitney, such substitute index to lead in application to the same adjustment result, insofar
as possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or discontinued. 


        Appropriate
revision of the formula will be made to accomplish this result. 


        5.5  Should
the above escalation provisions become null and void by action of the US Government, the Reference Price will be adjusted to reflect increases in the cost of
labor and material, which have occurred from the period represented by the applicable Reference Price Indexes to the sixth month prior to the scheduled delivery of the Aircraft. 


17









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Amendment No. 2 To the A330 Purchase Agreement Dated as of December 21, 2000 Between AVSA, S.A.R.L. And NORTHWEST AIRLINES, INC.